In the matter of Origin Energy Limited [2023] NSWSC 1246
Hearing dates:
18 October 2023
Date of orders:
18 October 2023
Decision date:
24 October 2023
Jurisdiction:
Equity - Corporations List
Before:
Black J
Decision:
Order convening scheme meeting and associated orders made.
Catchwords:
CORPORATIONS – Arrangements and reconstructions – Schemes of arrangement or compromise – Application under s 411 of the Corporations Act 2001 (Cth) for orders convening meeting of members to consider and, if thought fit, to agree to proposed scheme of arrangement – Whether requirements to order scheme meeting are satisfied.
Origin Energy Limited (Plaintiff) MidOcean Reef BidCo Pty Ltd (Bidder)
Representation:
Counsel: J Williams SC (Plaintiff) N Bender SC (Bidder)
Solicitors: Herbert Smith Freehills (Plaintiff) Allens (Bidder)
File Number(s):
2023/309697
Judgment
Nature of application and background
By Originating Process filed on 29 September…
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.
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Details
AGLC
Re Origin Energy Ltd [2023] NSWSC 1246
Case
[2023] NSWSC 1246
Decision Date
CaseChat Overview and Summary
The matter before the court involved an application by Origin Energy Ltd for an order to convene a meeting of its members to consider and, if thought fit, to approve a proposed scheme of arrangement. The primary legal issue before the court was whether the necessary statutory requirements were met to allow the convening of such a meeting under section 411 of the Corporations Act 2001. This section mandates that certain conditions must be fulfilled before a court can order a meeting of a company's members for the consideration of a proposed scheme of arrangement.
The court examined whether Origin Energy Ltd had satisfied the procedural prerequisites set out in the Corporations Act, including the requirement for the company to have prepared a statutory report and a solvency report. Additionally, the court assessed whether the proposed scheme of arrangement had been properly drafted and whether it was fair and reasonable to the company's members. The court considered the evidence provided by the company and the submissions made by the relevant parties to determine if all necessary criteria were met. It was also necessary for the court to ensure that the convening of the meeting would not unfairly prejudice any of the company's members.
After careful consideration of the evidence and arguments presented, the court concluded that the statutory requirements for ordering a scheme meeting were satisfied. The court found that the statutory report and solvency report had been duly prepared and that the proposed scheme of arrangement was fair and reasonable. The court determined that convening the meeting would not unfairly prejudice any of the company's members. Consequently, the court made the order sought by Origin Energy Ltd, convening a meeting of its members to consider and, if thought fit, to approve the proposed scheme of arrangement. This decision allowed the company to proceed with the proposed restructuring as per the terms of the scheme.