In the matter of Genex Power Limited (No 2) [2024] NSWSC 954

In the matter of Genex Power Limited (No 2) [2024] NSWSC 954

The Court approved the scheme because Genex had complied with the convening orders and statutory requirements, the scheme was approved by the requisite majorities, all conditions precedent had been satisfied or waived, ASIC had no objection, disclosure to shareholders was full and fair, the concerns raised by Mr Patrick did not establish any basis for refusing approval, and there was no reason to doubt that the scheme was fair and reasonable so that an intelligent and honest Genex shareholder, properly informed and acting alone, might approve it.

Jurisdiction
Australia
Judgment Date
05 August 2024
Procedural Posture
Application Under S 411 of the Corporations Act 2001 (cth) for Orders Approving a Scheme of Arrangement / Second Court Hearing
Outcome
Orders made approving the scheme of arrangement.
Legal Topics
['schemes of Arrangement' 'approval of Scheme of Arrangement' 'shareholder Disclosure' 'court Discretion Under S 411' 'excluded Shareholders']
['corporations Law'] ['schemes of Arrangement' 'approval of Scheme of Arrangement' 'shareholder Disclosure' 'court Discretion Under S 411' 'excluded Shareholders']

Case Brief

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Procedural Posture

Application Under S 411 of the Corporations Act 2001 (cth) for Orders Approving a Scheme of Arrangement / Second Court Hearing

Legal Issues

  1. 1 ["Whether Genex had complied with the Court's orders convening the scheme meeting and other procedural requirements for approval of the scheme." 'Whether the scheme was approved by the requisite statutory majorities.' 'Whether all conditions precedent to the scheme had been satisfied or waived and ASIC had no objection under s 411(17)(b) of the Corporations Act 2001 (Cth).' 'Whether there had been full and fair disclosure to Genex shareholders, including disclosure concerning the NAIF Facility Agreement.' 'Whether concerns raised by a shareholder warranted refusing approval on public policy, commercial morality or other grounds.' 'Whether the scheme was fair and reasonable so that an intelligent and honest Genex shareholder, properly informed and acting alone, might approve it.' 'Whether the scheme should be amended under s 411(6) to identify J-POWER Nominee as the Excluded Target Shareholder.' 'Whether Genex should be exempted under s 411(12) from compliance with s 411(11).']

Ratio Decidendi

The Court approved the scheme because Genex had complied with the convening orders and statutory requirements, the scheme was approved by the requisite majorities, all conditions precedent had been satisfied or waived, ASIC had no objection, disclosure to shareholders was full and fair, the concerns raised by Mr Patrick did not establish any basis for refusing approval, and there was no reason to doubt that the scheme was fair and reasonable so that an intelligent and honest Genex shareholder, properly informed and acting alone, might approve it.

Court Disposition

Orders made approving the scheme of arrangement.

Orders

  • ['The scheme of arrangement was approved.' 'The scheme was amended under s 411(6) of the Corporations Act 2001 (Cth) to identify J-POWER Nominee as the Excluded Target Shareholder.' 'Genex was exempted under s 411(12) of the Corporations Act 2001 (Cth) from compliance with s 411(11).']