Re Anatolia Energy Ltd

In the Federal Court of Australia, Anatolia Energy Limited applied for the approval of three separate but interdependent schemes of arrangement under section 411 of the Corporations Act 2001 (Cth). The schemes were proposed between the company and its shareholders, option holders, and performance share holders. The application involved three stages, beginning with approval to convene meetings to vote on the schemes. The legal issues included whether the schemes were arrangements in respect of which the Court could order meetings of the members, if the Australian Securities and Investments Commission (ASIC) had had a reasonable opportunity to examine the terms of each scheme and make submissions, if the scheme booklet provided adequate disclosure and contained the prescribed information, and if procedural requirements under the Federal Court (Corporations) Rules 2000 had been met. Additionally, the court needed to determine if there was an apparent reason why each scheme should not receive the Court’s approval and if the performance risk or the risk of delisting from the NASDAQ provided sufficient reason to prevent the ordering of the scheme meetings.

The court considered that corporate actions relating directly or indirectly to a proposed scheme of arrangement should be separate from a general meeting of members, as scheme meetings under section 411 are specific statutory meetings. The court found that detailed written submissions were made by Anatolia and, after considering the content and oral explanations by counsel, made the following orders. First, the plaintiff was to convene a meeting of shareholders, option holders, and performance share holders to consider and approve the schemes. Second, the scheme booklet was approved, subject to corrections and amendments. Third, the plaintiff was to dispatch documents to the relevant stakeholders by a specified date. Fourth, the dispatch of these documents was to be considered sufficient notice of the scheme meetings. Fifth, the scheme meetings were to be convened, held, and conducted in accordance with relevant laws and the company’s constitution. Sixth, a chairperson was to be appointed to conduct the meetings and report the results to the court. Seventh, the chairperson could adjourn the meetings if necessary. Eighth, a quorum of two members present in person or by proxy was required for each meeting. Ninth, voting on the resolutions was to be conducted by way of poll. Tenth, the matter was to be relisted for further application after the scheme meetings. Eleventh, if relisted, the plaintiff was to give notice of the hearing by publishing an advertisement in specified newspapers. Twelfth, the court noted that the plaintiff would rely on its approval of the schemes for exemption from the registration requirements of the U.S. Securities Act of 1933. Lastly, liberty to apply was granted.