In the matter of Origin Energy Limited (No 2) [2023] NSWSC 1351

In the matter of Origin Energy Limited (No 2) [2023] NSWSC 1351

The Court approved the supplementary scheme booklet because the principal change was an increase in scheme consideration, the other changes were sufficiently disclosed, ASIC had no comments, the changes were relatively straightforward and publicised, shareholders would have sufficient time to consider them, and the proposed proxy and dispatch arrangements were appropriate.

Jurisdiction
Australia
Judgment Date
06 November 2023
Procedural Posture
Corporations List Application Concerning a Proposed Scheme of Arrangement / Application for Approval of Supplementary Scheme Booklet for Distribution and Orders Under S 1319 of the Corporations Act 2001 (cth) as to Dispatch
Outcome
Orders made approving supplementary disclosure for distribution.
Legal Topics
['schemes of Arrangement' 'supplementary Disclosure' 'shareholder Meetings' 'scheme Booklet Dispatch']
['corporations Law'] ['schemes of Arrangement' 'supplementary Disclosure' 'shareholder Meetings' 'scheme Booklet Dispatch']

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Procedural Posture

Corporations List Application Concerning a Proposed Scheme of Arrangement / Application for Approval of Supplementary Scheme Booklet for Distribution and Orders Under S 1319 of the Corporations Act 2001 (cth) as to Dispatch

Legal Issues

  1. 1 ['Whether supplementary scheme disclosure should be approved for distribution to Origin shareholders after the Court had ordered the convening of a scheme meeting and approved an explanatory statement.' 'Whether the proposed manner of dispatch of the supplementary scheme booklet should be approved under s 1319 of the Corporations Act 2001 (Cth).' 'Whether sufficient time and information would be available for Origin shareholders to evaluate the revised scheme terms, including increased consideration and related amendments.']

Ratio Decidendi

The Court approved the supplementary scheme booklet because the principal change was an increase in scheme consideration, the other changes were sufficiently disclosed, ASIC had no comments, the changes were relatively straightforward and publicised, shareholders would have sufficient time to consider them, and the proposed proxy and dispatch arrangements were appropriate.

Court Disposition

Orders made approving supplementary disclosure for distribution.

Orders

  • ['Orders made in accordance with the short minutes of order initialled by the Court and placed in the file.' 'The orders were to be entered forthwith.']