Sonic Healthcare Limited [2002] FCA 1235

FEDERAL COURT OF AUSTRALIA

Sonic Healthcare Limited [2002] FCA 1235

CORPORATIONS – scheme of arrangement – proposal to "spin-out" shares held by Australian incorporated and publicly listed holding company in Singapore incorporated company in which the former holds approximately 60 per cent shareholding – Singapore incorporated company to be independently listed on ASX – shareholders in Australian company to receive one share in Singapore company for each share held in Australian company and one option in Singapore company for each option held in Australian company – simultaneously with spin-out, optionholders in Australian company to be issued one option in Singapore company for each option held in Australian company – ASIC notified decision not to appear and oppose schemes at first hearing – orders made for convening meetings of shareholders and optionholders.

Corporations Act 2001 (Cth) subs 411(1) Corporations Regulations 2001 (Cth) Sch 8

Central Pacific Minerals NL [2002] FCA 239 applied

SONIC HEALTH CARE LIMITED v

IN THE MATTER OF SONIC HEALTHCARE LIMITED (ABN 24 004 196 909) N 3059 of 2002 CONTI J 3 OCTOBER 2002 SYDNEY

IN THE FEDERAL COURT OF AUSTRALIA

NEW SOUTH WALES DISTRICT REGISTRY N 3059 OF 2002

IN THE MATTER OF SONIC HEALTHCARE LIMITED (ABN 24 004 196 909)

BETWEEN: SONIC HEALTHCARE LIMITED (ABN 24 004 196 909)

APPLICANT

JUDGE: CONTI J

DATE OF ORDER: 3 OCTOBER 2002

WHERE MADE: SYDNEY

THE COURT ORDERS THAT: 1. There be convened by the plaintiff the following meetings (Scheme Meetings): (a) a meeting of members of the plaintiff (Shareholder Scheme Meeting); and (b) a meeting of the holders of options to acquire ordinary shares in the plaintiff (Optionholder Scheme Meeting), for the purpose of considering and, if thought fit, agreeing to, with or without modification, the schemes of arrangement (Schemes) between the plaintiff and its members (Shareholder Scheme) and the plaintiff and its optionholders (Optionholder Scheme) for the purpose of effecting a demerger or spin‑out (Spin-out) of the majority of the plaintiff's shareholding in SciGen Limited (SciGen), a company which is incorporated in Singapore. 2. The Scheme Meetings be held on Wednesday, 13 November 2002 in Ballroom 1, Four Seasons Hotel, 199 George Street, Sydney commencing at the following times: (a) Shareholder Scheme Meeting at 11.15am, or as soon thereafter as the general meeting (General Meeting) of the plaintiff to approve a capital reduction as part of the Demerger has concluded or been adjourned; (b) Optionholder Scheme Meeting at 11.30am, or as soon thereafter as the General Meeting and Shareholder Scheme Meeting have concluded or been adjourned. 3. Barry Sydney Patterson or, in his absence, Colin Stephen Goldschmidt, is to chair each of the Scheme Meetings and any adjournments of the Scheme Meetings. 4. The Shareholder Scheme Meeting and the Optionholder Scheme Meeting may be convened using the notices of meeting in the form or to the effect of those in Tabs 10 and 11 of Exhibit CDW1. 5. Each of the Scheme Meetings can resolve to be adjourned. 6. (a) Three holders of ordinary shares in the plaintiff present in person or by proxy, corporate representative or attorney under power and entitled to vote, shall constitute a quorum for the Shareholder Scheme Meeting. (b) Three holders of options to acquire ordinary shares in the plaintiff present in person or by proxy or attorney under power and entitled to vote, shall constitute a quorum for the Optionholder Scheme Meeting. 7. Subject to these orders, the Scheme Meetings be convened and conducted so far as is practicable in accordance with: (a) such provisions of Part 2G.2 of the Corporations Act 2001 (other than a provision referred to as a replaceable rule which is not a mandatory rule for public companies) as would be applicable if the Scheme Meetings were general meetings of the plaintiff's members; and (b) such provisions of the plaintiff's constitution as would be applicable if the Scheme Meetings were general meetings of the plaintiff's members, except to the extent that those provisions are inconsistent with Part 2G.2 of the Corporations Act 2001, and that the plaintiff be dispensed from compliance with Rule 2.15 of the Federal Court (Corporations) Rules 2000 in relation to the Scheme Meetings. 8. The Scheme Meetings be advertised once in each of The Australian and Sydney Morning Herald newspapers, in the form or to the effect of the annexure hereto marked "A", such advertisement to be published not less than 14 days before the date appointed for the Scheme Meetings. 9. The second court hearing be advertised once in each of The Australian and Sydney Morning Herald newspapers, in the form or to the effect of the annexure hereto marked "B", such advertisement to be published not less than 5 days before the date appointed for the hearing. 10. No later than 15 October 2002 the plaintiff shall cause to be sent to each of its members and optionholders by prepaid post (or, in the case of shareholders or optionholders whose registered address is outside Australia, by airmail or by air courier): (a) a copy of a document in substantially the same form as Exhibit A1 in these proceedings (the Information Memorandum); and (b) the notices of meeting and proxy forms in substantially the same form as Tabs 10 and 11 of Exhibit CDW1 in these proceedings. 11. The explanatory statement contained in the Information Memorandum be and is hereby approved. 12. The plaintiff has liberty to apply. 13. These proceedings be stood over until Thursday 14 November 2002 at 10.15 am before Conti J for hearing of any applications to approve the Schemes. Note: Settlement and entry of orders is dealt with in Order 36 of the Federal Court Rules.