NZ Windfarms Ltd - [2025] NZHC 1955

IN THE HIGH COURT OF NEW ZEALAND AUCKLAND REGISTRY

I TE KŌTI MATUA O AOTEAROA TĀMAKI MAKAURAU ROHE

CIV-2025-404-001051

[2025] NZHC 1955

UNDER Part 19 of the High Court Rules 2016

IN THE MATTER

of a scheme of arrangement under Part 15 of the Companies Act 1993

AND

IN THE MATTER

of NZ WINDFARMS LIMITED

Applicant

Hearing: 16 July 2025

Appearances:

G D Simms and N F D Moffatt for Applicant

Judgment:

16 July 2025

JUDGMENT OF LANG J

[on application for approval of scheme of arrangement]

This judgment was delivered by Justice Lang On 16 July 2025 at 11.00 am
Pursuant to r 11.5 of the High Court Rules Registrar/Deputy Registrar

Date:…………………………

Solicitors/counsel:
Wynn Williams, Auckland

RE NZ WINDFARMS LTD [2025] NZHC 1955 [16 July 2025]

[1] As its name suggests, NZ Windfarms Ltd (Windfarms) is a specialist windfarm owner and operator. It has 363,900,692 ordinary shares on issue, and is listed on the New Zealand Stock Exchange (NZX). Windfarms derives its revenue primarily from the sale of sustainably generated electricity. This is largely produced by turbines located at a site in the Tararua Ranges, approximately 11 kilometres from Palmerston North.

[2] In the course of its business Windfarms has dealt extensively with another NZX-listed company, Meridian Energy Ltd (Meridian). Meridian is also currently Windfarm’s largest single shareholder, holding 19.99 per cent of Windfarm shares. Following preliminary negotiations Windfarms entered into a scheme implementation agreement (SIA) with Meridian on 18 February 2025. Under the SIA, it is intended that Meridian will acquire all the shares in Windfarms that it does not already own for the sum of 25 cents per share. Shareholders will receive payment in cash for their shares.

[3] It is a condition of the SIA that the Court gives its approval to the proposed scheme of arrangement (scheme) under s 236 of the Companies Act 1993 (the Act). Windfarms has therefore filed an originating application seeking orders to that effect. This judgment deals with that application.

Procedural background

[4] The proposed scheme was publicly announced on NZX’s market announcement platform on 19 February 2025. A copy of the SIA was also uploaded to Windfarms’ NZX page at the same time as the announcement.

[5] On 7 April 2025, Meridian provided Windfarms with a copy of a Deed Poll it had executed in favour of the Takeovers Panel. This confirmed that Meridian would cast its voting rights in favour of the scheme. Thereafter further announcements were made on the NZX platform as Meridian obtained commitments from several of Windfarms’ shareholders to vote in favour of the scheme.

[6] On 12 May 2025, I issued a Minute in which I made procedural directions designed to ensure that notice of the application for approval of the scheme would be

provided in a timely and appropriate manner to Windfarms’ shareholders and other affected parties, including Meridian and the Takeovers Panel.

[7] A further condition of the SIA was that Windfarms’ shareholders approved the scheme. This condition was satisfied when Windfarms’…

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 NZ Windfarms Ltd

Details

AGLC: NZ Windfarms Ltd [2025] NZHC 1955
Case: [2025] NZHC 1955
Decision Date: 16 July 2025

CaseChat Overview and Summary

The High Court of New Zealand Auckland Registry was asked to approve a scheme of arrangement between NZ Windfarms Ltd (Windfarms) and Meridian Energy Ltd, where Meridian intended to acquire all shares in Windfarms it did not already own for 25 cents per share. This application was necessary as the scheme implementation agreement (SIA) required court approval under s 236 of the Companies Act 1993. The court was required to determine whether Windfarms had complied with statutory provisions and procedural directions, if the scheme was fairly put to the shareholders, if the classes were fairly represented, and whether the scheme was fair and equitable.

The court found that Windfarms had fully complied with statutory provisions and procedural directions. The scheme materials were distributed in a timely manner, and shareholders had sufficient opportunity to question and oppose the scheme. The court also found that the scheme was fairly put to shareholders, with comprehensive disclosure and the opportunity to ask questions. The classes were fairly represented, with a significant majority of shareholders voting in favour of the scheme. The court considered the independent advisor's report, which found the proposed consideration reasonable, and the unanimous recommendation of Windfarms' directors. The court concluded that the scheme was fair and equitable, providing a significant gain for shareholders without adversely affecting third parties or Windfarms' solvency.

The court approved the scheme of arrangement under s 236 of the Act, making it binding upon Windfarms, its shareholders, Meridian, and all other necessary parties. Windfarms was granted leave to seek further directions if necessary during the implementation of the scheme.

Orders