TPC Consolidated confirms termination of Beijing Energy acquisition scheme
TPC Consolidated and Wollar Solar Holding have mutually agreed to terminate the Scheme Implementation Agreement, with the TPC Consolidated acquisition scheme terminated effective 27 February 2026. The proposed acquirer, Wollar Solar Holding, is a subsidiary of Beijing Energy International (Australia) Holding.
The scheme of arrangement, originally announced on 28 March 2024, has been formally ended after conditions precedent under the agreement were not satisfied by the respective sunset dates. The parties have entered into a termination and release deed providing mutual releases from their obligations under the original Scheme Implementation Agreement.
The termination follows approximately 23 months of negotiations and regulatory processes. TPC remains an independent ASX-listed entity, with shareholders who anticipated the acquisition now facing a continuation of the company’s existing standalone strategy in the Australian energy retail sector.
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What is a scheme of arrangement?
A scheme of arrangement is a court-supervised process under Part 5.1 of the Corporations Act 2001 used to facilitate corporate acquisitions in Australia. The mechanism requires approval from both shareholders (typically 75% of votes cast) and the Federal Court before it can proceed.
Schemes typically include conditions precedent that must be satisfied before completion. These conditions can include regulatory approvals, completion of due diligence, securing financing, and other material requirements. Each condition is subject to an agreed deadline, known as the “sunset date.”
When conditions precedent are not met by the sunset dates, either party may have the right to terminate the scheme, or parties may mutually agree to end the process. This protects both the acquiring and target companies from being indefinitely bound to a transaction that cannot proceed.
For investors, understanding this mechanism is essential when assessing the risk profile of announced acquisitions. Schemes can fail to complete for various reasons, including:
- Failure to obtain regulatory clearances (ACCC, FIRB, sector-specific approvals)
- Inability to secure necessary financing
- Material adverse changes in the target company’s business
- Changes in market conditions affecting deal rationale
The TPC Consolidated acquisition scheme terminated after conditions were not satisfied, illustrating how even lengthy negotiation periods do not guarantee completion.
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Future collaboration remains on the table
Despite the termination of the Scheme Implementation Agreement, TPC and Wollar Solar Holding may explore other potential commercial collaborations in the future, subject to further discussions and agreement between the parties.
This language suggests the relationship between TPC and Beijing Energy International (Australia) Holding is not entirely severed. Potential future arrangements could take various forms, including joint ventures, strategic partnerships, or alternative transaction structures that do not require the same regulatory clearances as a full acquisition.
TPC’s standalone business continues
With the acquisition terminated, TPC continues operating CovaU, its Australian electricity and gas retailer. CovaU offers competitively priced products to household as well as business customers.
The company’s customer segments include:
- Household consumers
- Small and medium enterprises (SMEs)
- Commercial and industrial clients
CovaU’s client base is spread across most Australian states and territories and can choose from a wide range of products, from conventional gas and electricity through to solar, wind, and greenpower plans. TPC is focussed on further expanding CovaU’s market presence in the energy segment of the Australian utilities sector, with expansion plans including additions to its current suite of renewables segment-related energy products as consumers preference energy sources that accelerate the decarbonisation process.
Key milestones in the terminated scheme process:
- 28 March 2024: Initial scheme announcement
- 30 July 2024: First update on scheme progress
- 27 September 2024: Further scheme update
- 12 December 2024: Additional progress announcement
- 25 February 2025: Scheme update
- 28 April 2025: Scheme update
- 26 June 2025: Scheme update
- 29 September 2025: Scheme update
- 29 November 2025: Scheme update
- 27 February 2026: Scheme formally terminated
For investors, the termination means refocusing on TPC’s underlying business fundamentals in the competitive Australian energy retail market. The company’s expansion strategy in renewables-related products and its presence across most Australian states and territories represent the core investment case moving forward as an independent listed entity.
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