Australian Gas Light Company (ABN 95 052 167 405), in the matter of [2006] FCA 120

Australian Gas Light Company (ABN 95 052 167 405), in the matter of [2006] FCA 120

ASIC confirmed that it had a reasonable opportunity to examine the proposed demerger scheme and draft explanatory statement and did not propose to intervene; the evidence, including KPMG's valuation review and Grant Samuel's independent report, supported the adequacy of the materials and the proposition that the scheme was open for members to adopt. The Court was therefore persuaded to convene the meeting under s 411 and approve the explanatory statement.

Jurisdiction
Australia
Judgment Date
10 February 2006
Procedural Posture
Application Under S 411 of the Corporations Act 2001 (cth) for Orders Convening a Meeting of Members and Approving an Explanatory Statement for a Scheme of Arrangement / First Court Hearing; Orders Made to Convene Scheme Meeting
Outcome
Application granted; orders made convening the Scheme Meeting and approving the explanatory statement.
Legal Topics
['scheme of Arrangement' 'demerger' 'capital Reduction' 'explanatory Statement' 'shareholder Meeting' 'asic Notice']
['corporations Law'] ['scheme of Arrangement' 'demerger' 'capital Reduction' 'explanatory Statement' 'shareholder Meeting' 'asic Notice']

Case Brief

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Procedural Posture

Application Under S 411 of the Corporations Act 2001 (cth) for Orders Convening a Meeting of Members and Approving an Explanatory Statement for a Scheme of Arrangement / First Court Hearing; Orders Made to Convene Scheme Meeting

Legal Issues

  1. 1 ['Whether the Court should order a meeting of members of Australian Gas Light Company to be convened under s 411(1) of the Corporations Act 2001 (Cth).' 'Whether the proposed explanatory statement should be approved for dispatch to shareholders.' 'Whether ASIC had received notice and a reasonable opportunity to examine the proposed arrangement and draft explanatory statement.' 'Whether the scheme was one that it would be open to members of the Company to adopt.']

Ratio Decidendi

ASIC confirmed that it had a reasonable opportunity to examine the proposed demerger scheme and draft explanatory statement and did not propose to intervene; the evidence, including KPMG's valuation review and Grant Samuel's independent report, supported the adequacy of the materials and the proposition that the scheme was open for members to adopt. The Court was therefore persuaded to convene the meeting under s 411 and approve the explanatory statement.

Court Disposition

Application granted; orders made convening the Scheme Meeting and approving the explanatory statement.

Orders

  • ['Pursuant to section 411(1) of the Corporations Act, the plaintiff convene a meeting of holders of shares in AGL to consider and, if thought fit, agree to the Demerger Scheme substantially in the form of the draft at Section 13 of Exhibit "1A".' 'The Scheme Meeting be held at 10:30am on 27 March 2006 at City...