Central Pacific Minerals NL [2002] FCA 239

FEDERAL COURT OF AUSTRALIA

Central Pacific Minerals NL [2002] FCA 239 CORPORATIONS – Scheme of arrangement – three stages to promulgate and give effect to scheme – application, approval of meeting, approval of the Court – basis on which the Court will grant approval – requirements of public policy and commercial morality – absence of oppression – reasonableness – evidence of accountant

Corporations Act 2001 (Cth) ss 411(1), 411(4)(b), 411(11), 411(12), 412(1)(a) CENTRAL PACIFIC MINERALS NL (ABN 14 008 460 651) PLAINTIFF N 3014 OF 2001 EMMETT J 27 FEBRUARY 2002 SYDNEY

IN THE FEDERAL COURT OF AUSTRALIA

NEW SOUTH WALES DISTRICT REGISTRY N 3014 OF 2001

CENTRAL PACIFIC MINERALS NL (ABN 14 008 460 651)

PLAINTIFF

JUDGE: EMMETT J

DATE OF ORDER: 27 FEBRUARY 2002

WHERE MADE: SYDNEY

THE COURT ORDERS THAT: 1. the scheme of arrangement between the plaintiff and its ordinary shareholders as set out in the ordinary scheme document annexed to these orders and marked "A" be approved; 2. the scheme of arrangement between the plaintiff and its contributory shareholders as set out in the contributory scheme document annexed to these orders and marked "B" be approved; 3. the scheme of arrangement between the plaintiff and its equity participation shareholders as set out in the equity participation scheme document annexed to these orders and marked "C" be approved; 4. the scheme of arrangement between the plaintiff and its convertible note holders as set out in the convertible notes scheme document annexed to these orders and marked "D" be approved; and 5. pursuant to s 411(12) of the Corporations Act 2001 (Cth), the plaintiff be exempted from compliance with s 411(11) of the Corporations Act, in relation to each of the four schemes approved in Orders 1 to 4. Note: Settlement and entry of orders is dealt with in Order 36 of the Federal Court Rules.