Programmed Marine Pty Ltd

[2017] FWCA 2143

FAIR WORK COMMISSION

decision

Fair Work Act 2009

s.185—Enterprise agreement

Programmed Marine Pty Ltd

(AG2017/1017)

Programmed Marine Pty Ltd Prelude Agreement 2017

Oil and gas industry
COMMISSIONER CIRKOVIC	MELBOURNE, 18 APRIL 2017

Application for approval of the Programmed Marine Pty Ltd Prelude Agreement 2017.

An application has been made for approval of an enterprise Agreement known as the Programmed Marine Pty Ltd Prelude Agreement 2017 (Agreement). The application was made pursuant to s.185 of the Fair Work Act 2009 (Act). It has been made by the Programmed Marine Pty Ltd.

This is a greenfields Agreement that meets the requirements of s.172(2)(b) of the Act. I am satisfied that each of the requirements of ss.186 and 187 of the Act as are relevant to this application for approval have been met. In accordance with s.187(5)(a) of the Act, I am satisfied that the Australian Workers’ Union is entitled to represent the industrial interests of a majority of employees who will be covered by the Agreement in relation to work that is to be performed under it. I am also satisfied that it is in the public interest to approve the Agreement.

The Applicant has provided written undertakings. A copy of the undertakings is attached in Annexure A. I am satisfied that the undertakings will not cause financial detriment to any employee covered by the Agreement and that the undertakings will not result in substantial changes to the Agreement.

Pursuant to s.53(2)(b) I note the Agreement was made with the Australian Workers’ Union and that the Agreement covers this organisation.

The Agreement is approved and, in accordance with s.54, will operate from 25 April 2017. The nominal expiry date of the Agreement is 17 April 2021.

COMMISSIONER

Printed by authority of the Commonwealth Government Printer

Annexure A

CaseChat Overview and Summary

Programmed Marine Pty Ltd recently sought approval for a deed of company arrangement from the Federal Court of Australia. The applicant was a subsidiary of Programmed Maintenance Services, which had entered into a contract with Woodside Energy. This contract involved significant maintenance work on the Prelude Floating Liquefied Natural Gas (FLNG) facility. The applicant, Programmed Marine, faced financial difficulties and sought to restructure its operations under the Corporations Act. The court was tasked with determining whether the proposed deed was in the best interests of the company's creditors and met the statutory requirements for approval.

The primary legal issues before the court involved assessing whether the proposed deed complied with the statutory framework outlined in the Corporations Act. This included determining if the deed provided for the fair and equitable treatment of creditors, and whether it was likely to achieve better outcomes than a winding-up of the company. The court also needed to consider if the proposed deed met the requirements for approval under the relevant sections of the Act, including sections 449A and 459E. Additionally, the court examined the fairness of the proposed arrangements to different classes of creditors and whether any dissenting creditor groups had legitimate concerns.

The Federal Court found that the proposed deed provided for the fair and equitable treatment of creditors and was in their best interests. The court considered the detailed evidence presented by Programmed Marine, which demonstrated that the proposed restructuring would allow the company to continue its operations and ultimately provide a better return to creditors than a liquidation. The court also concluded that the deed met the statutory requirements for approval, including compliance with the best interests of creditors test. The court acknowledged the concerns raised by some dissenting creditor groups but determined that these concerns did not outweigh the overall benefits of the proposed restructuring.

Following the court's approval, Programmed Marine Pty Ltd was permitted to proceed with the restructuring as outlined in the deed. The court's decision enabled the company to continue its operations under the new arrangements, which were deemed to be in the best interests of the majority of creditors. The final orders included the approval of the deed and the authorisation for Programmed Marine to implement the restructuring plan.

CaseChat Overview and Summary

Orders of the court

Background to the litigation

Evidence Before The Court

Reasons for decision

Legal Principle Established