Challenger Group Holdings Limited [2003] FCA 1356

FEDERAL COURT OF AUSTRALIA

Challenger Group Holdings Limited [2003] FCA 1356

CORPORATIONS – holders of existing options to acquire units in unit trust – corporatisation of public company – options to acquire units to be converted by scheme of arrangement to options to acquire shares – scheme meeting to take place subsequent to meeting of unitholders to vote on redemption of units by issue of shares.

Corporations Act 2001 (Cth) s 411, 664A

Re Matine Ltd & Ors (1998) 28 ACSR 268 Re SDR Apparel Pty Ltd and the Companies Act (1977) 3 ACLR 162 Re NRMA Ltd (2002) 33 ACSR 595 BTS Bearings Pty Ltd v Transmission Supplies Pty Ltd (1983) 1 ACLC 923 Re Asia Oil and Minerals Limited and the Companies (NSW) Code (1986) 5 NSWLR 42 Re Gasweld Pty Ltd (1986) 5 NSWLR 494 Re Gwalia Consolidated Limited (1998) 16 ACLC 970 CHALLENGER GROUP HOLDINGS LIMITED

IN THE MATTER OF CHALLENGER GROUP HOLDINGS LIMITED(formerly known as Challenger International Limited) (ABN 50 002 993 302) N 3067 OF 2003

CONTI J 21 NOVEMBER 2003 SYDNEY

IN THE FEDERAL COURT OF AUSTRALIA

NEW SOUTH WALES DISTRICT REGISTRY N 3067 OF 2003

BETWEEN: CHALLENGER GROUP HOLDINGS LIMITED (formerly known as Challenger International Limited)

(ABN 50 002 993 302)

APPLICANT

JUDGE: CONTI J

DATE OF ORDER: 21 NOVEMBER 2003

WHERE MADE: SYDNEY

THE COURT ORDERS THAT: 1. Pursuant to section 411(1) of the Corporations Act, the applicant (CGHL) convene a meeting (theOptionholders Meeting) of the holders of options (CGHLOptionholders) to subscribe for ordinary shares in CGHL (CGHL Options) for the purpose of considering, and if thought fit, agreeing (with or without modification) to a scheme of arrangement being the scheme substantially in the form of the draft, a copy of which is Appendix 1 to Exhibit 'DHS-A' (the Scheme). 2. The Optionholders Meeting be held at 10.00 am on 16 December 2003 at The Main Conference Room, Level 41, Aurora Place, 88 Phillip Street, Sydney, New South Wales. 3. On or before 28 November 2003 there be (a) personally served on, or (b) despatched by prepaid ordinary post, to each CGHL Optionholder appearing in the register of CGHL Optionholders, a document substantially in the form or to the effect of Exhibit 'DHS-A' (the Scheme Booklet) together with the proxy form that accompanies the Scheme Booklet and the Disclosure Document which is Exhibit 'DHS-E'. 4. The Chairman of the Optionholders Meeting be Mr Garry Besson and in his absence Mr Timothy Foster. 5. The Chairman appointed to the Optionholders Meeting has the power to adjourn the meeting in his absolute discretion. 6. All voting at the Optionholders Meeting be by poll as declared by the Chairman. 7. Pursuant to section 411(1) of the Corporations Act, the explanatory statement for the scheme, a copy of which forms part of the documents comprising Exhibit 'DHS-A', be approved. 8. CGHL advertise the Optionholders Meeting in the form of the attached document in The Australian newspaper no later than 1 December 2003. 9. CGHL publish a notice of hearing of any application to approve the Scheme on or before 17 December 2003 and CGHL shall otherwise be exempted from compliance with the requirement to publish such notice at least 5 days before the date fixed for the hearing of the application pursuant to Rule 3.4(3)(b) of the Federal Court (Corporations) Rules 2000 (Cth). 10. The proceedings be stood over to 19 December 2003 at 10.15am before Conti J for the hearing of any application to approve the scheme. 11. Liberty to restore on two days' notice. 12. These Orders to be entered forthwith. Note: Settlement and entry of orders is dealt with in Order 36 of the Federal Court Rules.