Sino Gas & Energy Holdings Limited, in the matter of Sino Gas & Energy Holdings Limited

Sino Gas & Energy Holdings Limited (Sino Gas) applied to the Federal Court of Australia for an order convening a meeting of its members to consider a scheme of arrangement for the acquisition of Sino Gas by Lone Star Funds (Lone Star), an American private equity firm. The application was brought under s 411 of the Corporations Act 2001 (Cth). The key legal issue was whether the scheme was an "arrangement" within the meaning of the Act, whether the scheme booklet would provide proper disclosure to members, and whether other procedural requirements had been met. The court examined evidence from various affidavits and submissions, including the scheme booklet and the scheme implementation agreement.

The court found that Sino Gas was a company and therefore a Part 5.1 body within the meaning of the Act. The proposed scheme was an "arrangement" as it touched or concerned the rights and obligations of the company and its members, and was properly proposed. The directors had unanimously recommended the scheme. The scheme booklet provided proper disclosure to members as it contained accurate, non-misleading and non-deceptive statements, and no material information had been omitted. The other procedural requirements, including nomination of the chairperson, had also been met. Therefore, the court approved the convening of the scheme meeting and the scheme booklet.

The court made orders convening the scheme meeting, authorising the chairperson, requiring voting by poll, specifying the eligible members, approving the scheme booklet and proxy form, requiring dispatch of the scheme materials to members, dispensing with certain procedural rules, and adjourning the hearing. The orders were entered forthwith.