In the matter of Origin Energy Limited [2023] NSWSC 1246

In the matter of Origin Energy Limited [2023] NSWSC 1246

The requirements for an order convening a scheme meeting under s 411 of the Corporations Act 2001 (Cth) have been satisfied—proper disclosure has been made to shareholders regarding the terms, risks, and funding of the scheme and associated transactions; the procedural requirements of the Act and Rules have been met; ASIC was properly notified and does not object; and the scheme contains no flaw that would make it inappropriate for shareholder consideration. There is nothing in the consideration structure, break fee, exclusivity period, or disclosure which prevents the meeting from being convened.

Jurisdiction
Australia
Judgment Date
24 October 2023
Procedural Posture
Scheme of Arrangement Application / First Court Hearing (orders Convening Scheme Meeting)
Outcome
Order convening scheme meeting and associated orders made.
Legal Topics
['schemes of Arrangement' 'arrangements and Reconstructions' 'shareholder Meetings' 'asic Procedure']
['corporations Law' 'equity'] ['schemes of Arrangement' 'arrangements and Reconstructions' 'shareholder Meetings' 'asic Procedure']

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Procedural Posture

Scheme of Arrangement Application / First Court Hearing (orders Convening Scheme Meeting)

Legal Issues

  1. 1 ['Whether the requirements for ordering a scheme meeting under s 411(1) of the Corporations Act 2001 (Cth) are satisfied' 'Whether disclosure to shareholders is adequate under the scheme' 'Whether the terms of the scheme and related arrangements permit its consideration by members']

Ratio Decidendi

The requirements for an order convening a scheme meeting under s 411 of the Corporations Act 2001 (Cth) have been satisfied—proper disclosure has been made to shareholders regarding the terms, risks, and funding of the scheme and associated transactions; the procedural requirements of the Act and Rules have been met; ASIC was properly notified and does not object; and the scheme contains no flaw that would make it inappropriate for shareholder consideration. There is nothing in the consideration structure, break fee, exclusivity period, or disclosure which prevents the meeting from being convened.

Court Disposition

Order convening scheme meeting and associated orders made.

Orders

  • ['A meeting of holders of Origin Energy Limited ordinary shares (excluding Excluded Shareholders) be convened to consider and, if thought fit, to agree to the proposed scheme of arrangement pursuant to s 411(1) of the Corporations Act 2001 (Cth).' 'Ancillary and associated orders as per the short minutes of order...