92 Energy Limited, in the matter of 92 Energy Limited (No 2) [2024] FCA 337

92 Energy Limited, in the matter of 92 Energy Limited (No 2) [2024] FCA 337

The Scheme of Arrangement should be approved because it was properly conducted, shareholders approved by statutory majorities, full disclosure was provided, expert opined it was fair and reasonable, ASIC had no objection, and no shareholder opposed it; statutory and international exemption requirements are satisfied.

Jurisdiction
Australia
Judgment Date
27 March 2024
Procedural Posture
Scheme of Arrangement / Final Approval Hearing
Outcome
Scheme approved; exemption granted.
Legal Topics
['scheme of Arrangement' 'company Acquisition' 'shareholder Approval' 'corporate Compliance']
['corporations Law'] ['scheme of Arrangement' 'company Acquisition' 'shareholder Approval' 'corporate Compliance']

Case Brief

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Procedural Posture

Scheme of Arrangement / Final Approval Hearing

Legal Issues

  1. 1 ['Whether the Scheme of Arrangement should be approved under s 411(4) of the Corporations Act 2001 (Cth)' 'Whether proper procedures and disclosures to shareholders were followed' 'Whether the Scheme is fair and reasonable' 'Whether exemptions under US and Canadian law for issuing securities are met']

Ratio Decidendi

The Scheme of Arrangement should be approved because it was properly conducted, shareholders approved by statutory majorities, full disclosure was provided, expert opined it was fair and reasonable, ASIC had no objection, and no shareholder opposed it; statutory and international exemption requirements are satisfied.

Court Disposition

Scheme approved; exemption granted.

Orders

  • ['Scheme of Arrangement between plaintiff and holders of fully paid ordinary shares in the plaintiff is approved pursuant to s 411(1)(b) of the Corporations Act 2001 (Cth).' 'Plaintiff exempted from compliance with s 411(11) in relation to the Scheme pursuant to s 411(12) of the Corporations Act.' 'Copy of orders to...