Skyland Petroleum Limited, in the matter of Skyland Petroleum [2016] FCA 927

Skyland Petroleum Limited, in the matter of Skyland Petroleum [2016] FCA 927

There was no substantial injustice resulting from the late delivery of documents to 11 shareholders, cured under s 1322(2) of the Corporations Act. The post-meeting entry into a share purchase agreement was consistent with Skyland's disclosed business model and would not have changed the meeting outcome. All statutory requirements for approval were satisfied, so the scheme was approved, and the s 3(a)(10) exemption under the US Securities Act was available.

Jurisdiction
Australia
Judgment Date
08 August 2016
Procedural Posture
Corporations – Scheme of Arrangement / Second Court Hearing Following Shareholders’ Meeting to Approve Scheme
Outcome
Scheme of arrangement approved under s 411(4)(b) of the Corporations Act 2001 (Cth). Exemption granted under s 411(12) from compliance with s 411(11). Liberty to apply. Note regarding reliance on s 3(a)(10) US Securities Act exemption.
Legal Topics
['scheme of Arrangement' 'procedural Irregularity' 'shareholder Notice' 'us Securities Act Exemption']
['corporations Law'] ['scheme of Arrangement' 'procedural Irregularity' 'shareholder Notice' 'us Securities Act Exemption']

Case Brief

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Procedural Posture

Corporations – Scheme of Arrangement / Second Court Hearing Following Shareholders’ Meeting to Approve Scheme

Legal Issues

  1. 1 ['Whether procedural irregularity arising from late notice to certain shareholders invalidates the scheme of arrangement under s 1322(2) of the Corporations Act 2001 (Cth)' 'Whether events occurring after the scheme meeting (entry into share purchase agreement) would have changed the outcome of the meeting' 'Whether the scheme approval can be relied upon for the s 3(a)(10) exemption under the US Securities Act of 1933']

Ratio Decidendi

There was no substantial injustice resulting from the late delivery of documents to 11 shareholders, cured under s 1322(2) of the Corporations Act. The post-meeting entry into a share purchase agreement was consistent with Skyland's disclosed business model and would not have changed the meeting outcome. All statutory requirements for approval were satisfied, so the scheme was approved, and the s 3(a)(10) exemption under the US Securities Act was available.

Court Disposition

Scheme of arrangement approved under s 411(4)(b) of the Corporations Act 2001 (Cth). Exemption granted under s 411(12) from compliance with s 411(11). Liberty to apply. Note regarding reliance on s 3(a)(10) US Securities Act exemption.

Orders

  • ['Scheme of arrangement between Skyland Petroleum Limited and its members approved as per Exhibit LW2 to the affidavit of Lily Wang affirmed on 2 August 2016.' 'Plaintiff exempted from compliance with subsection 411(11) of the Corporations Act 2001 (Cth) in relation to Order 1.' 'Plaintiff granted liberty to apply.'...