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Re Pacific Energy Limited

Re Pacific Energy Limited

Case [2019] WASC 443 15 November 2019

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JURISDICTION : SUPREME COURT OF WESTERN AUSTRALIA
IN CHAMBERS

CITATION:   PACIFIC ENERGY LTD [2019] WASC 443
CORAM:   HILL J
HEARD:   1 OCTOBER & 15 NOVEMBER 2019
DELIVERED          :   2 OCTOBER & 15 NOVEMBER 2019
PUBLISHED           :   6 DECEMBER 2019
FILE NO/S:   COR 173 of 2019
BETWEEN:   PACIFIC ENERGY LTD
Plaintiff

Catchwords:

Corporations law - Scheme of arrangement - Application for orders convening scheme meeting under s 411(1) of the Corporations Act 2001 (Cth) - Whether requirements to order scheme meeting are satisfied - Whether directors should make a voting recommendation to members - Orders made convening meeting

Corporations - Scheme of arrangement - Application for orders approving the scheme under s 411(b) of the Corporations Act 2001 (Cth) - Orders made approving scheme

Legislation:

Corporations Act 2001 (Cth) s 411
Supreme Court (Corporations) (WA) Rules 2004 (WA)

Result:

Orders made convening scheme meeting
Order made approving scheme

Category: B

Representation:

Counsel:

Plaintiff	:	Mr S K Dharmananda SC
Non-party	:	Mr A J Papamatheos

Solicitors:

Plaintiff	:	DLA Piper Australia - Perth
Non-party	:	Allens

Case(s) referred to in decision(s):

Re ACM Gold Limited; Re Mt Leyshon Gold Mines Ltd (1992) 34 FCR 530
Re Amcom Telecommunications Ltd [2015] FCA 341
Re APN News & Media Ltd [2007] FCA 770; (2007) 62 ACSR 400
Re Coles Group [No 2] [2007] VSC 523; (2007) 65 ACSR 494
Re CSR Ltd [2010] FCAFC 34; (2010) 183 FCR 358
Re David Jones Ltd [No 2] [2014] FCA 753
Re Doray Minerals Ltd; Ex Parte Doray Minerals [2019] WASC 57
Re Dreamscape Networks Ltd; Ex parte Dreamscape Networks Ltd [2019] WASC 412
Re DUET Management Company 1 Ltd [2013] NSWSC 817; (2013) 95 ACSR 34
Re International Goldfields Ltd [2004] WASC 112
Re Investa Properties Ltd [2007] FCA 1104
Re Kangaroo Resources Ltd [2018] WASC 327
Re Macquarie Private Capital A Ltd [2008] NSWSC 323
Re Nzuri Copper Ltd [2019] WASC 189
Re Opes Prime Stockbroking Ltd [2009] FCA 813; (2009) 179 FCR 20
Re Scarborough Equities Ltd [No 2] [2009] FCA 484
Re Seven Network Ltd [No 3] [2010] FCA 400; (2010) 267 ALR 583
Re SRG Limited [2018] FCA 1092
Re Wellcom Group Ltd [2019] FCA 1655
Re Wesfarmers Ltd; Ex Parte Wesfarmers Ltd [2018] WASC 308
Re Wesfarmers Ltd; Ex parte Wesfarmers Ltd [No 2] [2018] WASC 357

HILL J:

Overview

The plaintiff, Pacific Energy Limited (Pacific Energy), is an Australian public company listed on the official list of the Australian Securities Exchange (ASX).
On 24 July 2019, Pacific Energy announced that it had entered into a scheme implementation deed (SID) with QGIF Swan Bidco Pty Ltd (QIC Bidco) on 23 July 2019. Under the SID, it was proposed that QIC Bidco would acquire 100% of the fully paid ordinary shares in Pacific Energy by way of a scheme of arrangement and that shareholders would receive cash consideration of $0.96 (less any fully‑franked dividend that may be declared) for each Pacific Energy share.[1]
[1]…

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 Pacific Energy Limited

Details

AGLC: Re Pacific Energy Limited [2019] WASC 443
Case: [2019] WASC 443
Decision Date: 15 NOVEMBER 2019

CaseChat Overview and Summary

The case of Re Pacific Energy Limited involved an application by the company's directors to convene a meeting of shareholders to consider a proposed scheme of arrangement. The dispute centered on whether the requisite conditions under the Corporations Act 2001 (Cth) were met to order such a meeting, and whether the directors should make a voting recommendation to the shareholders. The case was heard by the Federal Court of Australia.

The primary legal issues before the court were whether the directors had met the statutory requirements to convene a scheme meeting under section 411(1) of the Corporations Act and whether the directors should provide a voting recommendation to the members. The court also considered whether the scheme itself complied with the necessary legal standards. The case hinged on interpreting the relevant statutory provisions and understanding the implications of the proposed scheme for the shareholders and the company.

The court found that the directors had satisfied the necessary requirements to order a scheme meeting, and the scheme was fair and reasonable to the company's members. The court determined that there was no need for the directors to make a voting recommendation as it was not required under the statute. The court approved the scheme under section 411(b) of the Corporations Act, allowing the meeting to proceed as planned. Consequently, orders were made convening the meeting and approving the scheme.

In summary, the court granted the application for orders convening the scheme meeting and approving the scheme, thereby allowing the proposed arrangement to proceed. This decision was based on the finding that the statutory conditions for convening the meeting were met and that the scheme was fair and reasonable.

Orders