Carbon Revolution Limited, in the matter of Carbon Revolution Limited (No 2) [2023] FCA 1173

Carbon Revolution Limited, in the matter of Carbon Revolution Limited (No 2) [2023] FCA 1173

It was appropriate to direct that Carbon Revolution Limited is permitted to publish a supplementary scheme booklet in substantially the form proposed, disclosing the newly entered structured equity facility and related changes, and to require additional email notifications to shareholders of the publication. The supplementary disclosure is material, adequate, and gives sufficient time before voting. The orders also permit already-lodged proxy forms to remain valid but allow shareholders to vary or revoke them before the proxy cut-off date.

Jurisdiction
Australia
Judgment Date
28 September 2023
Procedural Posture
Corporations Scheme of Arrangement / Application for Directions Regarding Supplementary Disclosure Before Scheme Meeting
Outcome
Direction granted permitting publication of supplementary scheme booklet and ancillary orders as set out.
Legal Topics
['scheme of Arrangement' 'mergers and Acquisitions' 'shareholder Disclosure' 'supplementary Disclosure' 'court Directions' 'structured Equity Facility']
['corporations Law'] ['scheme of Arrangement' 'mergers and Acquisitions' 'shareholder Disclosure' 'supplementary Disclosure' 'court Directions' 'structured Equity Facility']

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Procedural Posture

Corporations Scheme of Arrangement / Application for Directions Regarding Supplementary Disclosure Before Scheme Meeting

Legal Issues

  1. 1 ['Whether Carbon Revolution Limited should be given permission to publish a supplementary scheme booklet disclosing new material information prior to the scheme meeting' 'Whether the form and timing of the supplementary disclosure are adequate and appropriate' 'Whether proxy forms already lodged should remain valid and if shareholders should be permitted to vary or revoke proxies in light of the supplementary disclosure']

Ratio Decidendi

It was appropriate to direct that Carbon Revolution Limited is permitted to publish a supplementary scheme booklet in substantially the form proposed, disclosing the newly entered structured equity facility and related changes, and to require additional email notifications to shareholders of the publication. The supplementary disclosure is material, adequate, and gives sufficient time before voting. The orders also permit already-lodged proxy forms to remain valid but allow shareholders to vary or revoke them before the proxy cut-off date.

Court Disposition

Direction granted permitting publication of supplementary scheme booklet and ancillary orders as set out.

Orders

  • ['Carbon Revolution Limited permitted to publish an electronic copy of a supplementary scheme booklet on the ASX Market Announcements Platform and its website before 2 October 2023.' 'If published, CBR must also send an email notification to each Email Shareholder notifying them of the publication and referencing...