Real Energy Corporation Limited, in the matter of Real Energy Corporation Limited (No 2)

Real Energy Corporation Limited, in the matter of Real Energy Corporation Limited (No 2), involved a dispute concerning the approval of a scheme of arrangement between the plaintiff and the holders of ordinary shares in the plaintiff, under the Corporations Act 2001 (Cth). The matter was heard in the Federal Court of Australia, where the plaintiff sought an order to approve the scheme and an exemption from certain statutory requirements. The court was required to decide whether the scheme met the criteria for approval under section 411(4) of the Corporations Act and whether the plaintiff was eligible for an exemption under section 411(11) of the Act.

The legal issues before the court involved assessing the fairness and appropriateness of the scheme in question, including the adequacy of the information provided to the shareholders and the fairness of the scheme's terms to both the company and the shareholders. The court needed to determine if the scheme was fair and equitable to all parties involved and whether it complied with the statutory requirements under the Corporations Act. Additionally, the court had to consider whether the plaintiff was eligible for an exemption from the procedural requirements under section 411(11) of the Act, which mandates certain steps to be taken before a scheme can be approved.

The court found that the scheme was fair and equitable to all parties involved, and it met the criteria for approval under section 411(4) of the Corporations Act. The court also concluded that the plaintiff was eligible for an exemption from the procedural requirements under section 411(11) of the Act, as the plaintiff had demonstrated that the scheme's terms were fair and equitable, and the shareholders had been adequately informed of the scheme's details. Consequently, the court approved the scheme and granted the plaintiff an exemption from the procedural requirements. The plaintiff was ordered to lodge a copy of the approved scheme with the Australian Securities and Investments Commission.

The final orders of the court included the approval of the scheme under section 411(4)(b) of the Corporations Act, an exemption for the plaintiff from compliance with section 411(11) of the Act, and a requirement for the plaintiff 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. The court's decision was made in accordance with Rule 39.32 of the Federal Court Rules 2011, which governs the entry of orders in such cases.