Tamboran Resources Limited, in the matter of Tamboran Resources Limited [2023] FCA 1569

Tamboran Resources Limited, in the matter of Tamboran Resources Limited [2023] FCA 1569

The Scheme was approved because Tamboran had complied with the first hearing orders and relevant statutory procedures, the Scheme Booklet and disclosure process were adequate, the statutory voting majorities were achieved, the low turnout did not indicate a deficiency or lack of opportunity to vote, conditions precedent were satisfied, ASIC did not object, there was no shareholder opposition or evidence of oppression or procedural defect, and the Scheme was one that an intelligent, honest and properly informed shareholder acting alone might approve. The s 411(12) exemption was granted because no ongoing purpose would be served by requiring the approval orders to be annexed to Tamboran's...

Jurisdiction
Australia
Judgment Date
06 December 2023
Procedural Posture
Application for Approval of Scheme of Arrangement Under the Corporations Act 2001 (cth) / Second Court Hearing After Scheme Meeting
Outcome
Scheme of arrangement approved and exemption from compliance with s 411(11) granted.
Legal Topics
['approval of Scheme of Arrangement' 'redomiciliation' 'shareholder Voting Majorities' 'asic No Objection' 'exemption From S 411(11)']
['corporations' 'schemes of Arrangement'] ['approval of Scheme of Arrangement' 'redomiciliation' 'shareholder Voting Majorities' 'asic No Objection' 'exemption From S 411(11)']

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Procedural Posture

Application for Approval of Scheme of Arrangement Under the Corporations Act 2001 (cth) / Second Court Hearing After Scheme Meeting

Legal Issues

  1. 1 ['Whether the scheme of arrangement between Tamboran Resources Limited and its shareholders should be approved under s 411(4)(b) of the Corporations Act 2001 (Cth).' 'Whether the procedural and disclosure requirements for approval of the Scheme had been satisfied.' "Whether low shareholder turnout at the Scheme Meeting affected the exercise of the Court's discretion." 'Whether Tamboran Resources Limited should be exempted under s 411(12) from compliance with s 411(11) of the Corporations Act 2001 (Cth).']

Ratio Decidendi

The Scheme was approved because Tamboran had complied with the first hearing orders and relevant statutory procedures, the Scheme Booklet and disclosure process were adequate, the statutory voting majorities were achieved, the low turnout did not indicate a deficiency or lack of opportunity to vote, conditions precedent were satisfied, ASIC did not object, there was no shareholder opposition or evidence of oppression or procedural defect, and the Scheme was one that an intelligent, honest and properly informed shareholder acting alone might approve. The s 411(12) exemption was granted because no ongoing purpose would be served by requiring the approval orders to be annexed to Tamboran's...

Court Disposition

Scheme of arrangement approved and exemption from compliance with s 411(11) granted.

Orders

  • ['Pursuant to subsection 411(4)(b) of the Corporations Act 2001 (Cth) (Act), the scheme of arrangement between the Plaintiff and its shareholders in the form annexed to these Orders be approved.' 'The Plaintiff lodge with the ASIC a copy of the approved scheme of arrangement at the time of lodging a copy of these...