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Re Mosaic Oil NL

Re Mosaic Oil NL

Case [2010] FCA 985 3 September 2010

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FEDERAL COURT OF AUSTRALIA
Mosaic Oil NL, in the matter of Mosaic Oil NL [2010] FCA 985

Citation: Mosaic Oil NL, in the matter of Mosaic Oil NL [2010] FCA 985

Parties: MOSAIC OIL NL

File number: NSD 1064 of 2010

Judge: STONE J

Date of judgment: 3 September 2010

Legislation: Corporations Act2001 (Cth) s 411(1)

Cases cited:
Re Arthur Yates & Co Ltd (2001) 36 ACSR 758
Re Cashcard Australia Ltd [2004] FCA 223

ReEquinox Resources Ltd [2004] WASC 114

Wattyl Limited, in the matter of Wattyl Limited [2010] FCA 854

Date of hearing: 3 September 2010

Place: Sydney

Division: GENERAL DIVISION

Category: No catchwords

Number of paragraphs: 23

Counsel for the Plaintiff: F Gleeson SC

Solicitor for the Plaintiff: Chang, Pistilli & Simmons

Counsel for AGL Energy Limited : R M Foreman

Solicitor for AGL Energy Limited: Allens Arthur Robinson Lawyers

IN THE FEDERAL COURT OF AUSTRALIA

NEW SOUTH WALES DISTRICT REGISTRY

GENERAL DIVISION

NSD 1064 of 2010

MOSAIC OIL NL ACN 003 329 084
Plaintiff

JUDGE:

STONE J

DATE OF ORDER:

3 SEPTEMBER 2010

WHERE MADE:

SYDNEY

THE COURT ORDERS THAT:
1. Pursuant to subsection 411(1) of the Corporations Act 2001 (Cth) (Act), the Applicant, Mosaic Oil NL (Mosaic), convene a meeting (Scheme Meeting) of the shareholders of Mosaic, other than Excluded Shareholders (Shareholders) for the purpose of considering, and if thought fit, agreeing (with or without modification) to a scheme of arrangement to be made between Mosaic and its Shareholders (Scheme), which is behind tab 4 of Exhibit “ABP-2 ” to the affidavit of Alexander Bevan Parks sworn on 1 September 2010 (Scheme Booklet).
2.The Scheme Meeting be held at 10.00 am on 7 October 2010 at The Justice and Police Museum, cnr Albert and Phillip Streets, Circular Quay, Sydney the in the State of New South Wales.
3.David James Herlihy, or failing him, Andrew John Rigg, act as the Chairperson of the Scheme Meeting.
4.The Chairperson appointed to the Scheme Meeting have power to adjourn the Scheme Meeting in his absolute discretion.
5.All voting at the Scheme Meeting be by poll as declared by the Chairperson except for procedural motions.
6.Pursuant to subsection 411(1) of the Act, the Scheme Booklet is approved for distribution to Shareholders.
7.The time by which Shareholders must return their proxy forms, or lodge their electronic proxy forms, for the Scheme Meeting to be no later than 7.00 pm Australian Eastern Daylight Time (AEDT) on 5 October 2010.
8.Shareholders who are eligible to attend and vote at the Scheme Meeting are those whose names are recorded in the register of Shareholders as at 7.00 pm on 5 October 2010.
9.Other than regulations 5.6.13 of the Corporations Regulations 2001 rule 2.15 of the Federal Court (Corporations) Rules 2000 (Rules) shall not apply to the Scheme Meeting.
10.Notice of the hearing of an application pursuant to subsection 411(4)(b) of the Act for orders approving the Scheme be published by an advertisement substantially in the form of Annexure “A” to this order,…

Grounds of appeal

[14] The appellant contends that the primary judge erred in finding that the respondent had discharged the onus of establishing the matters required under the relevant provision.

[15] It was submitted that his Honour failed to give adequate weight to the evidence of the second witness, and that the findings of fact were not reasonably open on the material before the Court.

[16] The respondent, for its part, submits that no error is disclosed, and that the conclusions reached were well within the range of outcomes available to the primary judge.

Consideration

[17] It is convenient to deal first with the question of construction, as the resolution of that issue informs the remaining grounds advanced by the appellant.

[18] For the reasons that follow, we are of the view that the appeal should be allowed in part and the matter remitted for further determination.

Continue reading Re Mosaic Oil NL

Details

AGLC: Re Mosaic Oil NL [2010] FCA 985
Case: [2010] FCA 985
Decision Date

CaseChat Overview and Summary

Mosaic Oil NL, a company involved in the exploration, production, and development of oil and gas, sought orders for the convening of a meeting of its shareholders to consider a scheme of arrangement for the acquisition of all its issued shares by AGL Energy Limited, a company listed on the ASX. The application was made pursuant to s 411(1) of the Corporations Act 2001 (Cth) and was heard by Stone J in the Federal Court of Australia. The court was required to determine whether the scheme was properly proposed and whether the orders sought by Mosaic were appropriate.

Stone J examined the evidence tendered, including affidavits and reports from various experts and company officials, to assess the fairness and reasonableness of the scheme. The court considered various aspects of the scheme, including the treatment of partly paid shares, employee options, and retention payments. The court also evaluated the financial security of AGL and the terms of the break fee and exclusivity period. The court concluded that the scheme was properly proposed and that the orders sought by Mosaic were appropriate. Stone J made the orders sought by Mosaic, including the convening of the shareholder meeting and the approval of the scheme booklet for distribution to shareholders.

The final orders included convening a meeting of Mosaic shareholders, setting the date, time, and location of the meeting, appointing a chairperson, and detailing the procedures for voting and the return of proxy forms. The court also approved the scheme booklet for distribution to shareholders and exempted Mosaic from certain procedural rules. The orders were made to ensure proper disclosure to shareholders and to facilitate the implementation of the scheme.

Orders