Controlled Thermal Resources Limited, in the matter of Controlled Thermal Resources Limited (No 2) [2022] FCA 1497

Federal Court of Australia

Controlled Thermal Resources Limited, in the matter of Controlled Thermal Resources Limited (No 2) [2022] FCA 1497 File number: NSD 900 of 2022

Judgment of: CHEESEMAN J

Date of judgment: 12 December 2022

Catchwords: CORPORATIONS – scheme of arrangement – second court hearing – where approval of scheme sought pursuant to s 411(4)(b) of the Corporations Act 2001 (Cth) – where effect of the proposed Scheme, if implemented, is to redomicile the CTR Group from Australia to the USA– where the proposed scheme is a "top-hatting" scheme superimposing a new company incorporated in Delaware, United Stated of America over the scheme company so that the scheme company becomes a subsidiary of the new company and the shareholders of the scheme company are divested of their shares in the scheme company and become shareholders in the new company – where statutory and procedural requirements met – whether scheme ought be approved – Held: orders made.

Legislation: Corporations Act 2001 (Cth) ss 411(4), 412

Cases cited: Avita Medical Limited, in the matter of Avita Medical Limited (No 3) [2020] FCA 896 Controlled Thermal Resources Limited, in the matter of Controlled Thermal Resources Limited [2022] FCA 1292 Healthscope Limited, in the Matter of Healthscope Limited (No 2) [2019] FCA 759 Nearmap Ltd, in the matter of Nearmap Ltd (No 2) [2022] FCA 1464 Re Amcor Limited (No 2) [2019] FCA 842 Re APN Property Group Limited (No 3) [2021] VSC 490 Re Atlantic Gold NL (No 2) [2014] FCA 869 Re Vault Intelligence Ltd (No 2) [2020] FCA 1504