Re Sundance Energy Australia Ltd

Sundance Energy Australia Ltd applied for approval of a scheme of arrangement to effect the re-domiciliation of its corporate group to the USA. The scheme involved interposing a new holding company incorporated in Delaware. The application was made under sections 411(1) and 1319 of the Corporations Act 2001 (Cth) and was the first court hearing for the scheme. Sundance and the new holding company intended to rely on the Court’s approval of the scheme for the purpose of qualifying for exemption from the registration requirements of the US Securities Act of 1933, provided for by section 3(a)(10) of that Act. The Court needed to decide whether the scheme was fair and reasonable and whether it warranted the approval of the Court. The Court also needed to consider whether the scheme was contrary to public policy or had no utility.

The Court considered the evidence provided by the parties, including affidavits and an independent expert report. The Court noted that the scheme involved the issue of securities in exchange for Sundance shares and that the independent expert report concluded that the proposal was in the best interests of Sundance shareholders as a whole. The Court also considered the fairness and reasonableness of the proposed scheme and held a hearing to which each shareholder to whom Holdco shares were to be issued had standing to appear. The Court was satisfied that all matters required to be satisfied at the first and second court hearing were met, and the Court determined to make the orders sought by Sundance. The Court approved the scheme of arrangement made between the plaintiff and the holders of ordinary shares in the plaintiff. The Court also exempted Sundance from compliance with s 411(11) of the Corporations Act in relation to the scheme. The Court noted that the plaintiff and Sundance Energy Inc. would rely on the Court’s approval of the scheme for the purpose of qualifying for exemption from the registration requirements of the US Securities Act of 1933.

The Court made orders approving the scheme of arrangement made between the plaintiff and the holders of ordinary shares in the plaintiff. The Court also exempted Sundance from compliance with s 411(11) of the Corporations Act in relation to the scheme. The Court noted that the plaintiff and Sundance Energy Inc. would rely on the Court’s approval of the scheme for the purpose of qualifying for exemption from the registration requirements of the US Securities Act of 1933. The Court also ordered Sundance to lodge a copy of the approved scheme with the Australian Securities and Investments Commission at the time of lodging a copy of these Orders.