Re PetroNor E&P Ltd

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).