Gas2Grid Limited, in the matter of Gas2Grid Limited [2010] FCA 10

Gas2Grid Limited, in the matter of Gas2Grid Limited [2010] FCA 10

The Court made the requested orders because the evidence comprehensively established the requirements for a first court hearing under Pt 5.1 of the Corporations Act, including ASIC's opportunity to examine the proposed scheme and explanatory statement, the bona fide and proper proposal of the scheme through the Merger Implementation Agreement, verification of the factual information in the scheme booklet, appropriate meeting arrangements, director consideration of conflicts, and an independent expert's conclusion that the proposed share and option schemes were in the best interests of shareholders and optionholders respectively.

Jurisdiction
Australia
Judgment Date
20 January 2010
Procedural Posture
Application Under S 411(1) of the Corporations Act 2001 (cth) for Orders Convening Scheme Meetings and Approving an Explanatory Statement / First Court Hearing; Orders Made on 17 December 2009 With Reasons Delivered on 20 January 2010
Outcome
Orders sought by the plaintiff were made.
Legal Topics
['schemes of Arrangement' 'meeting Orders Under S 411(1)' 'explanatory Statement Approval' 'break Fee' 'independent Expert Report']
['corporations Law'] ['schemes of Arrangement' 'meeting Orders Under S 411(1)' 'explanatory Statement Approval' 'break Fee' 'independent Expert Report']

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Procedural Posture

Application Under S 411(1) of the Corporations Act 2001 (cth) for Orders Convening Scheme Meetings and Approving an Explanatory Statement / First Court Hearing; Orders Made on 17 December 2009 With Reasons Delivered on 20 January 2010

Legal Issues

  1. 1 ['Whether the Court should order Gas2Grid Limited to convene meetings of its members and optionholders to consider proposed schemes of arrangement with Orion Petroleum Ltd.' 'Whether the explanatory statement should be approved for distribution to members and optionholders.' 'Whether the evidence established the matters required at a first court hearing for a scheme under Pt 5.1 of the Corporations Act.']

Ratio Decidendi

The Court made the requested orders because the evidence comprehensively established the requirements for a first court hearing under Pt 5.1 of the Corporations Act, including ASIC's opportunity to examine the proposed scheme and explanatory statement, the bona fide and proper proposal of the scheme through the Merger Implementation Agreement, verification of the factual information in the scheme booklet, appropriate meeting arrangements, director consideration of conflicts, and an independent expert's conclusion that the proposed share and option schemes were in the best interests of shareholders and optionholders respectively.

Court Disposition

Orders sought by the plaintiff were made.

Orders

  • ["Pursuant to section 411(1) of the Corporations Act 2001 (Cth), the Plaintiff convene a meeting of members to consider and, if thought fit, agree to the proposed members' scheme of arrangement substantially in the form set out in Exhibit CKY-1." "Pursuant to section 411(1) of the Act, the Plaintiff convene a...