In the matter of ERM Power Limited [2019] NSWSC 1502

In the matter of ERM Power Limited [2019] NSWSC 1502

The statutory, procedural, and disclosure requirements for convening a scheme meeting under s 411 Corporations Act have been met; the scheme is bona fide and properly proposed; there is no reason the scheme should not be put for shareholder consideration, nor any discretionary reason to refuse orders; the Court makes orders convening the scheme meeting and approving the scheme booklet for distribution.

Parties
Plaintiff: ERM Power Limited; Interested Party: Shell Energy Australia Pty Limited
Jurisdiction
Australia
Judgment Date
04 November 2019
Procedural Posture
Corporations Scheme of Arrangement Application / First Court Hearing for Orders Convening Scheme Meeting and Approving Scheme Booklet
Outcome
Orders made convening scheme meeting and approving scheme booklet for distribution to shareholders
Legal Topics
Schemes of Arrangement, Arrangements and Reconstructions, Corporate Acquisitions, Disclosure to Shareholders, Incentive Arrangements, Class Meetings, Exclusivity Provisions, Reimbursement Fees, Electronic Notice
Corporations Law Equity Schemes of Arrangement Arrangements and Reconstructions Corporate Acquisitions Disclosure to Shareholders Incentive Arrangements Class Meetings +3 more

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Parties

ERM Power Limited

Plaintiff

Shell Energy Australia Pty Limited

Interested Party

Procedural Posture

Corporations Scheme of Arrangement Application / First Court Hearing for Orders Convening Scheme Meeting and Approving Scheme Booklet

Legal Issues

  1. 1 Whether requirements for ordering scheme meeting under s 411 Corporations Act are satisfied
  2. 2 Whether proper disclosure is provided to members
  3. 3 Whether the proposed scheme is bona fide and properly proposed

Ratio Decidendi

The statutory, procedural, and disclosure requirements for convening a scheme meeting under s 411 Corporations Act have been met; the scheme is bona fide and properly proposed; there is no reason the scheme should not be put for shareholder consideration, nor any discretionary reason to refuse orders; the Court makes orders convening the scheme meeting and approving the scheme booklet for distribution.

Court Disposition

Orders made convening scheme meeting and approving scheme booklet for distribution to shareholders

Orders

  • Order convening scheme meeting of ERM Power shareholders under s 411 Corporations Act
  • Order approving scheme booklet for distribution to ERM Power shareholders