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Re PetroNor E&P Ltd; [No 2]

Re PetroNor E&P Ltd; [No 2]

Case [2022] WASC 81 17 February 2022

Contract Formation

Breach of Contract

Scheme of Arrangement

Approval of Scheme

Good Faith

Statutory Interpretation

Corporate Law & Governance

Commercial Law

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JURISDICTION : SUPREME COURT OF WESTERN AUSTRALIA
IN CHAMBERS

CITATION:   RE PETRONOR E&P LTD; EX PARTE PETRONOR E&P LTD [No 2] [2022] WASC 81
CORAM:   HILL J
HEARD:   17 FEBRUARY 2022
DELIVERED          :   17 FEBRUARY 2022
PUBLISHED           :   10 MARCH 2022
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 - 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(1), s 411(6), s 412(1)(a), s 1319
Supreme Court (Corporations) (WA) Rules 2004 (WA), r 3.2

Result:

Orders made approving scheme

Category: B

Representation:

Counsel:

Plaintiff

A J Papamatheos & C E McKay

Solicitors:

Plaintiff

Steinepreis Paganin

Cases referred to in decision:

Re Auzex Resources Ltd [No 2] [2012] QSC 101
Re Avoca Resources Ltd [2011] FCA 208
Re CannPal Animal Therapeutics Ltd [No 2] [2021] WASC 83
Re Cortona Resources Ltd [No 2] [2013] FCA 302
Re Decimal Software Limited [No 2] [2018] FCA 2040
Re Foundation Healthcare Ltd [No 2] [2002] FCA 973; (2002) 43 ACSR 680
Re Galaxy Resources Ltd [No 2] [2021] WASC 314
Re Great Artesian Oil and Gas Ltd [No 2] [2008] FCA 1169
Re International Goldfields Ltd [2004] WASC 112
Re Nusantara Resources Ltd [2021] WASC 334
Re Nzuri Copper Ltd; Ex parte Nzuri Copper Ltd [No 4] [2020] WASC 10
Re Pensana Metals Limited [2020] WASC 17
Re PetroNor E&P Limited [2021] WASC 426
Re Piedmont Lithium Ltd [No 3] [2021] WASC 173
Re Rebel Sport Ltd [No 2] [2007] FCA 458
Re Saracen Mineral Holdings Ltd [No 2] [2021] WASC 32
Re Seven Network Ltd [No 3] [2010] FCA 400; (2010) 267 ALR 583
Re Straits Resources Ltd [No 2] [2011] FCA 47
Re Swick Mining Services Ltd [2022] WASC 79
Re TriAusMin Limited [No 2] [2014] FCA 833
Re Valmec Ltd [2021] WASC 420
Re Wesfarmers Ltd; Ex parte Wesfarmers Ltd [No 2] [2018] WASC 357
Re Zenith Energy Ltd [No 3] [2020] WASC 289

HILL J:

The plaintiff, PetroNor E&P Limited (PetroNor), applies for orders approving a proposed scheme of arrangement (Scheme). The background to the matter is set out in the judgment I delivered following the first court hearing.[1] At the first court hearing on 22 October 2021, I made orders for the Scheme meeting to be convened on 29 November 2021 (Orders).
[1] Re PetroNor E&P Limited [2021] WASC 426.

Scheme Meeting

The Scheme meeting was convened and held on 29 November 2021. At the meeting, the resolution was passed by the requisite statutory majorities.
28 shareholders were present at the Scheme meeting in person and by proxy, comprising approximately 3.65% of shareholders by number.[2] 85.71% of shareholders who voted at the meeting were in favour of the resolution.[3] 99.9999905% of votes cast on the Scheme resolution were cast in favour of the resolution.[4]
[2] Third affidavit…

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; [No 2]

Details

AGLC: Re PetroNor E&P Ltd; [No 2] [2022] WASC 81
Case: [2022] WASC 81
Decision Date

CaseChat Overview and Summary

The plaintiff, PetroNor E&P Limited, applied for orders approving a proposed scheme of arrangement (Scheme). The Scheme was for PetroNor to be acquired by PetroNor E&P ASA. The matter came before Hill J on 17 February 2022. The court had to determine whether to exercise its discretion to approve the proposed Scheme. The court considered whether PetroNor had complied with all statutory and procedural requirements, and whether the proposed Scheme was fair and reasonable. Hill J was satisfied that all requirements were met and approved the Scheme. The orders were made on 17 February 2022.

Orders