Texon Petroleum Limited, in the matter of Texon Petroleum Limited (No 2) [2013] FCA 147

Texon Petroleum Limited, in the matter of Texon Petroleum Limited (No 2) [2013] FCA 147

The Schemes were approved because they met all formal statutory requirements for schemes of arrangement under the Corporations Act 2001 (Cth), were fair and reasonable to the honest and properly informed shareholder, provided adequate disclosure to shareholders and creditors, were overwhelmingly supported by shareholders, did not prejudice creditors, did not oppress minority shareholders, did not offend public policy, and satisfied requirements for exemption from US regulatory requirements. The Court accordingly exercised its discretion to approve both Schemes and grant related orders.

Jurisdiction
Australia
Judgment Date
27 February 2013
Procedural Posture
Corporations – Schemes of Arrangement / Second Court Hearing – Application for Approval of Scheme of Arrangement
Outcome
Schemes of Arrangement approved under s 411(4)(b) of the Corporations Act 2001 (Cth); orders made in both matters to approve Schemes and related relief.
Legal Topics
['schemes of Arrangement' 'capital Reduction' 'asic Approval' 'shareholder Meetings' 'us Securities Act Exemption']
['corporations Law'] ['schemes of Arrangement' 'capital Reduction' 'asic Approval' 'shareholder Meetings' 'us Securities Act Exemption']

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Procedural Posture

Corporations – Schemes of Arrangement / Second Court Hearing – Application for Approval of Scheme of Arrangement

Legal Issues

  1. 1 ['Whether to approve the Schemes of Arrangement under s 411(4)(b) of the Corporations Act 2001 (Cth)' 'Whether the Schemes are fair and reasonable to shareholders' 'Whether there is prejudice to creditors from the capital reduction, forming part of the Demerger Scheme' 'Adequacy of disclosure to shareholders' 'Whether minority shareholders would be oppressed' 'Whether groups not party to the Schemes are properly dealt with' 'Whether the proposals offend public policy' 'Whether exemption from US Securities Act registration requirements is available']

Ratio Decidendi

The Schemes were approved because they met all formal statutory requirements for schemes of arrangement under the Corporations Act 2001 (Cth), were fair and reasonable to the honest and properly informed shareholder, provided adequate disclosure to shareholders and creditors, were overwhelmingly supported by shareholders, did not prejudice creditors, did not oppress minority shareholders, did not offend public policy, and satisfied requirements for exemption from US regulatory requirements. The Court accordingly exercised its discretion to approve both Schemes and grant related orders.

Court Disposition

Schemes of Arrangement approved under s 411(4)(b) of the Corporations Act 2001 (Cth); orders made in both matters to approve Schemes and related relief.

Orders

  • ['Approval of Scheme of Arrangement between Texon Petroleum Limited and its members pursuant to s 411(4)(b) of the Corporations Act 2001 (Cth) in both proceedings.' 'Order for Texon Petroleum Limited to lodge a copy of the approved scheme with ASIC at the time of lodging these orders.' 'Exemption for Texon Petroleum...