Carbon Revolution Limited, in the matter of Carbon Revolution Limited (No 2)

Carbon Revolution Limited (CBR) sought to merge with a special purpose acquisition company through a scheme of arrangement, and faced a dispute concerning the supplementary disclosure to be provided to its shareholders. The matter was before Beach J of the Federal Court of Australia. The primary legal issue was whether the court should direct CBR to publish a supplementary scheme booklet (SSB) and send emails to shareholders notifying them of the publication, in addition to other disclosures, to ensure that the shareholders were fully informed.

The court determined that while CBR's proposed method of publishing the SSB on the ASX Market Announcements Platform and CBR's website was sound, it needed to take additional steps to ensure shareholders were properly informed. The court found that CBR should not only publish the SSB but also send an email to each shareholder who had provided an email address, drawing their attention to the publication of the SSB and referencing an ASX announcement concerning the structured equity facility (SEF). This was necessary because the scheme booklet itself did not sufficiently communicate that the SSB had been posted on the ASX platform and CBR's website, and shareholders needed to be actively informed of this important information. The court also required that the email draw attention to the SEF ASX announcement, which contained important information concerning the SEF.

Following this reasoning, the court made orders permitting CBR to publish an electronic copy of the SSB on the ASX platform and CBR's website, provided it also sent email notifications to shareholders. Additionally, the court ensured that proxy forms for the scheme meeting remained valid but allowed shareholders to vary or revoke their appointments up to a specified time.