CSR Limited [2003] FCA 82

FEDERAL COURT OF AUSTRALIA

CSR Limited [2003] FCA 82

CORPORATIONS – scheme of arrangement for demerger from publicly listed company of wholly owned subsidiary group to become also publicly listed – overseas shareholders involved – numerous conditions precedent involved – complication of executive's options.

Corporation Act 2001 (Cth) ss 256C, 411 and 412 Corporations Regulation 8302(d), 8302(h) and 8305 (Part 3) Federal Court (Corporations) Rules 2.15, 3.4 (including 3.4(3)(a) and 5.1.01(1))

Central Pacific Minerals NL [2002] FCA 329 applied Re Hills Motorway Ltd & Another [2002] 43 ACSR 101 applied Re NRMA Insurance Ltd [2000] 33 ACSR 523 applied CSR LIMITED IN THE MATTER OF CSR LIMITED ABN 90 000 001 276 N 3002 OF 2003 CONTI J 7 FEBRUARY 2003 SYDNEY

IN THE FEDERAL COURT OF AUSTRALIA

NEW SOUTH WALES DISTRICT REGISTRY N 3002 OF 2003

IN THE MATTER OF CSR LIMITED ABN 90 000 001 276

BETWEEN: CSR LIMITED ABN 90 000 001 276

APPLICANT

JUDGE: CONTI J

DATE OF ORDER: 7 FEBRUARY 2003

WHERE MADE: SYDNEY

THE COURT ORDERS THAT: 1. Pursuant to s 411(1) of the Corporations Act 2001 (Cth): (a) the Plaintiff, CSR Limited (CSR), convene a meeting (the Scheme Meeting) of the holders of ordinary shares in CSR for the purpose of considering and, if thought fit, approving a scheme of arrangement (with or without modification) proposed to be made between CSR and the CSR Shareholders (the Scheme), the terms of which are contained in the Explanatory Statement which forms part of the Scheme Booklet which is Exhibit "ANB2" to the affidavit of Alexander Norman Brennan sworn on 5 February 2003 as amended in the terms set out in Annexure A to these Orders (the Scheme Booklet); (b) the Scheme Meeting be held at the Sydney Convention Centre, Darling Harbour, Sydney, in the State of New South Wales, on Tuesday 25 March 2003, commencing at 10.00am (Australian Eastern Standard Time); (c) Mr John Powell Morschel or, failing him, Mr Ian David Blackburne, or failing both any other director of CSR (as listed in paragraph 8 of the affidavit of Alexander Norman Brennan sworn on 13 January 2003), be Chairman of the Scheme Meeting; (d) the Scheme Meeting can resolve to be adjourned; (e) at the Scheme Meeting, the members of CSR, present and entitled to vote, in person or by proxy or by an attorney under power, shall constitute a quorum; (f) the Explanatory Statement in the Scheme Booklet be approved; (g) on or before Monday 24 February 2003, there be: (i) in the case of CSR Shareholders who have registered addresses in Australia, dispatched by prepaid post addressed to the relevant addresses set out in the CSR register of members; or (ii) in the case of CSR Shareholders who have no registered address in Australia, dispatched by prepaid airmail post addressed to the relevant addresses set out in the CSR register of members; or (iii) in either case, personally served: (A) a document substantially in the form of the Scheme Booklet (which includes the Explanatory Statement); (B) a proxy form for the Scheme Meeting; and (C) an envelope addressed to Computershare Investor Services Pty Limited; (h) the time by which the CSR Shareholders must return their proxy forms for the Scheme Meeting be 11.00 am on Sunday 23 March 2003. 2. Rule 2.15 of the Federal Court (Corporations) Rules 2000 (Cth) shall not apply to the Scheme Meeting. 3. Compliance with Rule 3.4 (3)(a) for Form 6 of the Federal Court (Corporations) Rules 2000 (Cth) be dispensed with. 4. Pursuant to Rule 3.4 of the Federal Court (Corporations) Rules 2000 (Cth), the Scheme Meeting be advertised once in "The Australian" newspaper by an advertisement substantially in the form of Annexure B to these Orders, such advertisement to be published on or before 20 March 2003 in the following terms: "Notice of Hearing to Approve Compromise or Agreement TO all creditors and members of CSR Limited ABN 90 000 001 276 (CSR) TAKE NOTICE that at 9:30 am on 28 March 2003, the Federal Court of Australia at Law Courts Building, Queens Square, Sydney NSW 2000 will hear an application by CSR seeking the approval of a compromise or arrangement between CSR and its members if agreed to by resolution to be considered, and, if thought fit, passed by the meeting of such members to be held at the Sydney Convention Centre, Darling Harbour, Sydney on 25 March 2003 at 10.00 am AEST. If you wish to oppose the approval of the compromise or arrangement, you must file in the and serve on CSR a notice of appearance, in the prescribed form, together with any affidavit on which you wish to rely at the hearing. The notice of appearance and affidavit must be served on CSR at its address for service by no later than 9.30 am on 27 March 2003. The address for service of CSR is, c/o Freehills, Level 32, MLC Centre, Martin Place, Sydney, NSW (Reference : Luck Hastings : 29C). …………………………………… Company Secretary" 5. The proceedings be stood over to 9:30 am on 28 March 2003 with liberty to restore on 3 days' notice. 6. These orders be entered forthwith.