Sonic Healthcare Limited [2002] FCA 1409

FEDERAL COURT OF AUSTRALIA

Sonic Healthcare Limited [2002] FCA 1409

CORPORATIONS – Australian pharmaceutical and bio-pharmaceutical company – shares and options in Australian company listed on ASX – majority shareholding held by Australian company in Singapore company – divergence of operations of Australian company from Singapore company emerging – demerger or "spin-out" sought by schemes of arrangements in favour of shareholders and separately of optionholders in relation to that majority shareholding – shares and options in Australian company held by overseas as well as Australian residents – schemes of arrangement involving reduction of capital thereby involved respectively approved by shareholders and optionholders of Australian company – taxation implications of demerger relief in terms of roll-over relief – amendment to schemes of arrangement made after shareholder and optionholder approvals – orders made for approval of shareholder and optionholder schemes.

Corporations Act 2001 (Cth) subss 411(1), (4), (5), (11) and (12); s 611(10); s 619(3); subss 708(2), (5), (10), (11) and (13); s 1322 New Business Tax System (Consolidation, Value Shifting, Demergers and Other Measures) Act 2002 (Cth) (generally) Income Tax Assessment Act 1936 (Cth) s 45B Securities Act 1983 (US) (generally) Re Sonic Healthcare Limited [2002] FCA 1235 cited SONIC HEALTHCARE LIMITED IN THE MATTER OF SONIC HEALTHCARE LIMITED N 3059 OF 2002 CONTI J 14 NOVEMBER 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: 14 NOVEMBER 2002

WHERE MADE: SYDNEY

THE COURT ORDERS THAT: 1. Pursuant to subsections (4) and (6) of section 411 of the Corporations Act 2001, the scheme of arrangement between the plaintiff and its members (Shareholder Scheme) for the purpose of effecting a spin-out of the majority of the plaintiff's shareholding in SciGen Ltd, as set out in the Shareholder Scheme document annexed to these orders and marked "A", be approved. 2. Pursuant to subsections (4) and (6) of section 411 of the Corporations Act 2001, the scheme of arrangement between the plaintiff and holders of options to acquire ordinary shares in the plaintiff (Optionholder Scheme) for the purpose of effecting a spin-out of the majority of the plaintiff's shareholding in SciGen Ltd, as set out in the Optionholder Scheme annexed to these orders and marked "B", be approved. 3. Pursuant to section 411(12) of the Corporations Act 2001, the plaintiff is exempt from compliance with section 411(11) of the Corporations Act 2001 in relation to the proposed Schemes. 4. These orders be entered forthwith. Note: Settlement and entry of orders is dealt with in Order 36 of the Federal Court Rules.