Controlled Thermal Resources Limited, in the matter of Controlled Thermal Resources Limited (No 2) [2022] FCA 1497

Controlled Thermal Resources Limited, in the matter of Controlled Thermal Resources Limited (No 2) [2022] FCA 1497

All statutory and procedural requirements for approval of the scheme of arrangement under s 411(4)(b) were met, including convening and conduct of the meeting, majority shareholder approval, full and fair disclosure, and completion of all conditions precedent except court approval. The scheme was found to be fair and reasonable, supported by shareholder vote, board recommendation, and independent expert opinion, and there was no evidence of bad faith or oppression. Accordingly, the scheme was approved and exemption from s 411(11) granted.

Jurisdiction
Australia
Judgment Date
12 December 2022
Procedural Posture
Corporations Scheme of Arrangement / Second Court Hearing Approval of Scheme
Outcome
Scheme of arrangement approved and statutory exemption granted.
Legal Topics
['scheme of Arrangement' 'redomiciliation' 'shareholder Approval' 'procedural Compliance']
['corporations'] ['scheme of Arrangement' 'redomiciliation' 'shareholder Approval' 'procedural Compliance']

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Procedural Posture

Corporations Scheme of Arrangement / Second Court Hearing Approval of Scheme

Legal Issues

  1. 1 ['Whether the statutory and procedural requirements for approval of a scheme of arrangement under s 411(4)(b) of the Corporations Act 2001 (Cth) were met; whether the scheme was fair and reasonable; whether the scheme ought to be approved in the exercise of discretion; whether exemption from compliance with s 411(11) should be granted']

Ratio Decidendi

All statutory and procedural requirements for approval of the scheme of arrangement under s 411(4)(b) were met, including convening and conduct of the meeting, majority shareholder approval, full and fair disclosure, and completion of all conditions precedent except court approval. The scheme was found to be fair and reasonable, supported by shareholder vote, board recommendation, and independent expert opinion, and there was no evidence of bad faith or oppression. Accordingly, the scheme was approved and exemption from s 411(11) granted.

Court Disposition

Scheme of arrangement approved and statutory exemption granted.

Orders

  • ['The scheme of arrangement between CTR and its shareholders is approved pursuant to s 411(4)(b) of the Corporations Act 2001 (Cth).' 'CTR to lodge a copy of the orders with the Australian Securities and Investments Commission.' 'CTR is exempt from compliance with s 411(11) of the Act in respect of the Scheme.'...