Arrow Energy Limited, in the matter of Arrow Energy Limited [2011] FCA 2

Arrow Energy Limited, in the matter of Arrow Energy Limited [2011] FCA 2

The Court was satisfied that the explanatory statement complied with the Corporations Act, that Ineligible Overseas Shareholders did not constitute a separate class because their treatment did not destroy the relevant community of interest, that the Demerger Scheme was approved by the required shareholder...

Source-derived case information.

Jurisdiction
Australia
Judgment Date
06 January 2011
Procedural Posture
Application Under S 411 of the Corporations Act 2001 (cth) for Orders Concerning a Scheme of Arrangement / Reasons for Orders Made at the First Court Hearing Convening the Demerger Scheme Meeting and at the Second Court Hearing Approving the Demerger Scheme
Outcome
Demerger Scheme approved.
Legal Topics
['schemes of Arrangement' 'demerger Scheme' 'shareholder Meetings' 'explanatory Statement' 'class Composition' 'capital Reduction']
['corporations Law'] ['schemes of Arrangement' 'demerger Scheme' 'shareholder Meetings' 'explanatory Statement' 'class Composition' 'capital Reduction']

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Procedural Posture

Application Under S 411 of the Corporations Act 2001 (cth) for Orders Concerning a Scheme of Arrangement / Reasons for Orders Made at the First Court Hearing Convening the Demerger Scheme Meeting and at the Second Court Hearing Approving the Demerger Scheme

Legal Issues

  1. 1 ['Whether orders should be made under s 411(1) of the Corporations Act 2001 (Cth) convening a meeting of Arrow shareholders to consider the Demerger Scheme.' 'Whether the explanatory statement contained in the Demerger Scheme Booklet complied with s 412 of the Corporations Act 2001 (Cth).' 'Whether Ineligible Overseas Shareholders constituted a separate class of shareholders for the purposes of s 411(1) of the Corporations Act 2001 (Cth).' 'Whether the statutory approvals and conditions precedent had been satisfied so that the Court should approve the Demerger Scheme under s 411(4)(b) of the Corporations Act 2001 (Cth).']

Ratio Decidendi

The Court was satisfied that the explanatory statement complied with the Corporations Act, that Ineligible Overseas Shareholders did not constitute a separate class because their treatment did not destroy the relevant community of interest, that the Demerger Scheme was approved by the required shareholder majorities, that the Capital Reduction Resolution and other conditions precedent had been satisfied or remained to be satisfied by Court approval and lodgment, and that ASIC had no objection; it was therefore appropriate to make orders convening the meeting and approving the Demerger Scheme.

Court Disposition

Demerger Scheme approved.

Orders

  • ["Pursuant to Section 411(4)(b) of the Corporations Act 2001 (Cth), the scheme of arrangement between Arrow Energy Limited and the holders of fully-paid ordinary shares in Arrow, in the form set out in Annexure 'A' to the orders, be approved." 'Pursuant to section 411(12) of the Corporations Act 2001 (Cth), the...