Re Mosaic Oil NL

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.