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Innamincka Petroleum Limited, in the matter of Innamincka Petroleum Limited [2010] FCA 1421

by Martha.Ware 7. June 2011 14:13

Facts

Innamincka Petroleum Limited (Innamincka) applied to the court under s 411 of the CA for orders to convene a meeting of its members for the purpose of considering a proposed scheme of arrangement (Scheme). Under the proposed Scheme, all shareholders of Innimincka will transfer their shares to Drillsearch Energy Limited (Drillsearch). They will receive 2.5 Drillsearch shares for every 1 Innimincka share: [1]

 

Innamincka listed on the ASX: [2]. Drillsearch also listed on the ASX: [3]. Under the proposed Scheme, Innamincka will become a wholly owned subsidiary of Drillsearch and cease to be listed on the ASX, although Drillsearch will continue to be listed. The directors of Innamincka unanimously recommended that the shareholders should vote for the proposed Scheme: [4].

 

Directors of Innamincka retained BDO Corporate Finance Queensland Limited (BDO) to assess the Scheme and provide a report.  An abridged version of the report is to be provided to the shareholders in the explanatory memorandum connected to the proposed Scheme: [5].

 

BDO expressed the view that the proposed Scheme was fair and that the proposal was reasonable: [8]-[9]. BDO stated that the proposal is in the best interests of the Innamincka shareholders, but strongly recommended that shareholders consult their own professional advisers, consider their own individual positions, etc: [10].

 

Drillsearch and Innamincka entered into a Merger Implementation Agreement on 7 September 2010: [12]. The proposed break fee amount was consistent with the views expressed by the Takeover Panel: [18].

 

The two classes of shareholders are dealt with differently under the proposed Scheme: [20].

 

ASIC was notified of the proposed Scheme.  ASIC stated no intention to oppose the Scheme: [26].

 

Outcome

Emmett J was satisfied that Innamincka is a Part 5.1 body and that s 411 therefore applies to a scheme of arrangement between Innamincka and its shareholders.  Emmett J satisfied that the proposal will be properly disclosed to shareholders: [27].

 

Orders were granted that Innaminka convene a meeting of its members pursuant to s 411 to consider the proposed scheme: [29].

 

Relevant paragraphs of Ford

[17.360], [24.020], [24.030], [24.040], [24.041], [24.071], [24.130], [24.160].



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