Anzon Australia Limited, in the matter of Anzon Australia Limited

Anzon Australia Limited brought proceedings in the Federal Court of Australia seeking to convene a meeting of its shareholders to consider a proposed scheme of arrangement with Nexus Energy Limited. The dispute centred on the timing and disclosure of Nexus's share acquisitions and whether these complied with the requirements for a fair and informed shareholder vote. The court had to determine whether the disclosure of Nexus's share acquisitions was adequate and whether there was compliance with the equality principle in the context of a scheme of arrangement. The court needed to decide whether the timing and value of the share acquisitions by Nexus were appropriately disclosed and if the scheme of arrangement was fair to all shareholders, particularly those who acquired shares after the scheme was proposed. The court examined the submissions made by the parties, particularly the detailed disclosures in the scheme booklet, and considered the value of the scheme consideration as assessed by Deloitte.

The court concluded that the disclosure of Nexus's share acquisitions was comprehensive and that the scheme consideration, including the special dividend, exceeded the fair market value of Anzon Australia shares. The court found that there were no issues concerning the equality principle due to the temporal distance between the share acquisitions and the proposed scheme meeting. The court held that it was appropriate for the shareholders to have the opportunity to vote on the scheme after being fully informed. The court ordered Anzon Australia to convene the scheme meeting and directed the manner in which the scheme booklet should be distributed to shareholders. The orders also provided for the publication of a notice of the hearing and the adjournment of the proceedings for the hearing of any application to approve the scheme.