In the matter of Energy Developments Limited [2015] NSWSC 1517

In the matter of Energy Developments Limited [2015] NSWSC 1517

There was no fundamental objection to the fairness and reasonableness of the proposed scheme consideration or scheme terms, and, subject to amendments to the explanatory statement addressing shareholder information and corrections, orders could be made for convening the scheme meeting and approving the explanatory booklet.

Jurisdiction
Australia
Judgment Date
03 September 2015
Procedural Posture
Scheme of Arrangement Application / First Hearing for Convening Meeting and Approving Explanatory Statement
Outcome
Orders made convening scheme meeting and approving, subject to amendments, explanatory statement and scheme booklet.
Legal Topics
['schemes of Arrangement' 'corporate Takeovers' 'explanatory Statements' 'independent Expert Reports' 'shareholder Meetings']
['corporations Law' 'equity'] ['schemes of Arrangement' 'corporate Takeovers' 'explanatory Statements' 'independent Expert Reports' 'shareholder Meetings']

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Procedural Posture

Scheme of Arrangement Application / First Hearing for Convening Meeting and Approving Explanatory Statement

Legal Issues

  1. 1 ['Whether the scheme of arrangement is fair and reasonable' "Whether the independent expert's report understates company's value and affects attractiveness of scheme" 'Whether the scheme is sufficiently explained in the explanatory statement' "Appropriateness of 'no shop' and 'no talk' provisions and a break fee" 'Performance risk in scheme implementation']

Ratio Decidendi

There was no fundamental objection to the fairness and reasonableness of the proposed scheme consideration or scheme terms, and, subject to amendments to the explanatory statement addressing shareholder information and corrections, orders could be made for convening the scheme meeting and approving the explanatory booklet.

Court Disposition

Orders made convening scheme meeting and approving, subject to amendments, explanatory statement and scheme booklet.

Orders

  • ['EDL to convene a scheme meeting for shareholders to consider and, if thought fit, approve the scheme and explanatory statement, subject to amendments.' 'Scheme meeting fixed for 10am on 8 October 2015 at the Treasury Room, Intercontinental Hotel, Sydney.' 'Scheme booklet (explanatory statement) approved for...