Carbon Revolution Limited, in the matter of Carbon Revolution Limited (ACN 128 274 653) [2023] FCA 1081

Carbon Revolution Limited, in the matter of Carbon Revolution Limited (ACN 128 274 653) [2023] FCA 1081

The statutory prerequisites for convening a scheme meeting have been met, the scheme is fit for shareholder consideration and all relevant information, including the effect of SPAC redemptions and the debt facility, will be adequately disclosed to shareholders. The Court exercised its discretion to make orders convening the scheme meeting.

Parties
Plaintiff: Carbon Revolution Limited; Interested Person: Twin Ridge Capital Acquisition Corp
Jurisdiction
Australia
Judgment Date
06 September 2023
Procedural Posture
Corporations Scheme of Arrangement / First Court Hearing
Outcome
Orders made convening the scheme meeting.
Legal Topics
Scheme of Arrangement, De SPAC Transaction, Shareholder Meeting, Court Approval
Corporations Law Scheme of Arrangement De SPAC Transaction Shareholder Meeting Court Approval

Case Brief

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Parties

Carbon Revolution Limited

Plaintiff

Twin Ridge Capital Acquisition Corp

Interested Person

Procedural Posture

Corporations Scheme of Arrangement / First Court Hearing

Legal Issues

  1. 1 Whether statutory prerequisites to convening a scheme meeting have been met
  2. 2 Whether it is appropriate for the Court to exercise discretion to make orders convening the scheme meeting
  3. 3 Adequacy of disclosure to shareholders

Ratio Decidendi

The statutory prerequisites for convening a scheme meeting have been met, the scheme is fit for shareholder consideration and all relevant information, including the effect of SPAC redemptions and the debt facility, will be adequately disclosed to shareholders. The Court exercised its discretion to make orders convening the scheme meeting.

Court Disposition

Orders made convening the scheme meeting.

Orders

  • CBR to convene a meeting of its shareholders on 9 October 2023 for consideration of the scheme of arrangement.
  • Documents to shareholders to be dispatched as set out in paragraphs 2-3 of the Orders.