Legal Research
Cases
Re PetroNor E&P Ltd

Re PetroNor E&P Ltd

Case [2021] WASC 426 22 October 2021

Scheme of Arrangement

Shareholder Approval

Directors' Duties

Corporate Law & Governance

Commercial Law

Type to search within this case.

JURISDICTION : SUPREME COURT OF WESTERN AUSTRALIA
IN CHAMBERS

CITATION:   RE PETRONOR E&P LTD; EX PARTE PETRONOR E&P LTD [2021] WASC 426
CORAM:   HILL J
HEARD:   22 OCTOBER 2021
DELIVERED          :   22 OCTOBER 2021
PUBLISHED           :   30 NOVEMBER 2021
FILE NO/S:   COR 180 of 2021
MATTER:   IN THE MATTER OF PETRONOR E&P LTD
EX PARTE

PETRONOR E&P LTD
Plaintiff

Catchwords:

Corporations law - Scheme of arrangement - Application for orders convening scheme meeting under s 411(1) of the Corporations Act 2001 (Cth) - Members’ scheme of arrangement to effect re-domicile of group to Norway - Whether requirements to order scheme meeting are satisfied - Orders made convening meeting

Legislation:

Corporations Act 2001 (Cth), s 411(1), s 412(1)(a), s 1319
Corporations Regulations 2001 (Cth), sch 8
Supreme Court (Corporations) (WA) Rules 2004 (WA), r 3.2

Result:

Orders made convening scheme meeting

Category: B

Representation:

Counsel:

Plaintiff

A J Papamatheos & C E McKay

Solicitors:

Plaintiff

Steinepreis Paganin

Cases referred to in decision:

Re Amcom Telecommunications Ltd [2015] FCA 341
Re APN News and Media Ltd [2007] FCA 770; (2007) 62 ACSR 400
Re Avita Medical Limited (No 2) [2020] FCA 674
Re Boart Longyear Ltd [2019] FCA 62; (2019) 370 ALR 30
Re CSR Ltd [2010] FCAFC 34; (2010) 183 FCR 358
Re David Jones Ltd [No 2] [2014] FCA 720; (2014) 101 ACSR 381
Re Doray Minerals Ltd [2019] WASC 57
Re DUET Management Company 1 Ltd [2013] NSWSC 817; (2013) 95 ACSR 34
Re Excelsior Gold Ltd [2018] FCA 2064
Re Galaxy Resources Ltd [2021] WASC 277
Re GetSwift Limited (No 2) [2020] FCA 1733
Re Hills Motorway Ltd [2002] NSWSC 897; (2002) 43 ACSR 101
Re Investa Properties Ltd [2007] FCA 1104; (2007) 25 ACLC 1186
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 Pensana Metals Ltd [2019] WASC 479
Re Piedmont Lithium Ltd [2021] WASC 76
Re pSivida Limited [2008] FCA 627
Re Scarborough Equities Ltd [No 2] [2009] FCA 484
Re SRG Ltd [2018] FCA 1092
Re Tewana Resources NL (No 4) [2019] FCA 75
Re Wesfarmers Ltd (No 2) [2018] WASC 357
Re Wesfarmers Ltd [2018] WASC 308

HILL J:

The plaintiff, PetroNor E&P Limited (PetroNor), is an Australian public company listed on the Oslo Euronext Expand (OEE), a regulated financial market controlled by the Oslo Stock Exchange.
On 7 October 2021, PetroNor announced it had entered into a scheme implementation agreement (SIA) with PetroNor E&P ASA (PetroNor ASA) (Scheme) to redomicile PetroNor and its subsidiaries (PetroNor Group) from Australia to Norway.[1] Under the Scheme, it is proposed that each shareholder will receive one PetroNor ASA share for each PetroNor share held (Scheme Consideration) and PetroNor will become a wholly owned subsidiary of PetroNor ASA.[2]
[1] First affidavit of Benjamin John Purser filed 7 October 2021 [6] - [7], 'BJP-1' - 'BJP-2'.
[2]…

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 PetroNor E&P Ltd

Details

AGLC: Re PetroNor E&P Ltd [2021] WASC 426
Case: [2021] WASC 426
Decision Date

CaseChat Overview and Summary

PetroNor E&P Ltd, an Australian public company listed on the Oslo Euronext Expand, sought orders under s 411 of the Corporations Act 2001 (Cth) in relation to a proposed scheme of arrangement (the Scheme) to redomicile PetroNor and its subsidiaries from Australia to Norway. The Scheme was announced on 7 October 2021 and the first court hearing of the application was heard on 22 October 2021. On 22 October 2021, Hill J made orders convening a meeting of PetroNor's members to consider and vote on the proposed Scheme. Hill J was satisfied that the substantive and procedural requirements under s 411(1) and s 1319 of the Act had been satisfied and that the proposed Scheme was fit for consideration by PetroNor's members. Hill J was satisfied that the proposed Scheme was a compromise or arrangement within the meaning of s 411 of the Act and that it was of such a nature that, if it received the necessary statutory majority at the scheme meeting, the court would be likely to approve it. Hill J also considered that the proposed Scheme was not inappropriate and was one that sensible business people might consider is of benefit to its members. Hill J was also satisfied that the proposed Scheme booklet contained the prescribed information and provided proper disclosure. Hill J was satisfied that the Scheme was bona fide and properly proposed and that the procedural requirements of the Act and the Corporations Rules had been met. Hill J was satisfied that the Scheme was not class creating and that there was no collateral benefit. Hill J was satisfied that the Scheme booklet contained the prescribed information in accordance with s 412(1)(a)(ii) of the Act and sch 8 of the Corporations Regulations 2001 (Cth).

Orders