In the Matter of Foundation Healthcare Limited ACN 002 611 501 (No 2) [2002] FCA 973

FEDERAL COURT OF AUSTRALIA

In the Matter of Foundation Healthcare Limited

ACN 002 611 501 (No 2) [2002] FCA 973

CORPORATIONS – arrangements – application for approval of Schemes of Arrangement involving Shareholders and Optionholders – Schemes involving transfer of shares, options and property to another company – effective merger – criteria for approval – function of Court – compliance with requirements of Act – requirements of fairness – Schemes approved.

Corporations Act 2001 (Cth) s 411, s 413 Application of NRMA Ltd (2000) 18 ACLC 533; [2000] NSWSC 408 Re ACM Gold Ltd (1992) 10 ACLC 573 cited IN THE MATTER OF FOUNDATION HEALTHCARE LIMITED ACN: 002 611 501 W3008 OF 2002 FRENCH J

5 AUGUST 2002 PERTH

IN THE FEDERAL COURT OF AUSTRALIA

WESTERN AUSTRALIA DISTRICT REGISTRY W3008 OF 2002

IN THE MATTER OF FOUNDATION HEALTHCARE LIMITED ACN: 002 611 501

APPLICANT

JUDGE: FRENCH J

DATE OF ORDER: 5 August 2002

WHERE MADE: PERTH

THE COURT ORDERS THAT:

1. The Schemes of Arrangement between:

(a) the Applicant and its members;

(b) the Applicant and its optionholders,

being Appendix 2 to the Schemes Booklet (which incorporates the Explanatory Statement) (Schemes) which is included in Annexure "PJM-7" to the affidavit of Phillip James MacLeod sworn 31 May 2002 and agreed to by resolutions of the members and optionholders of the Applicant at meetings of its members and optionholders on 16 July 2002, be approved.

2. Subject to s 1336 of the Corporations Act 2001 and any laws relating to stamp duty (if any):

(a) the whole of the Property (as defined in the Schemes) be transferred from the Applicant to and vested in LifeCare Health Limited (LifeCare) pursuant to s 413(1)(a) of the Corporations Act 2001 (Cth) (Act) and without any further act or deed with effect from the Effective Date (as defined in the Schemes); and