Corporations Act, in the matter of KAZ Group Limited [2004] FCA 986

FEDERAL COURT OF AUSTRALIA

Corporations Act, in the matter of KAZ Group Limited [2004] FCA 986 Corporations Act 2001, s 411

IN THE MATTER OF KAZ GROUP LIMITED (ACN 002 124 405) AND THE CORPORATIONS ACT

N 868 OF 2004

GYLES J

9 JULY 2004

SYDNEY

IN THE FEDERAL COURT OF AUSTRALIA

NEW SOUTH WALES DISTRICT REGISTRY N 868 OF 2004

IN THE MATTER OF KAZ GROUP LIMITED (ACN 002 124 405) AND THE CORPORATIONS ACT

KAZ GROUP LIMITED (ACN 002 124 405)

PLAINTIFF

JUDGE: GYLES J

DATE OF ORDER: 9 JULY 2004

WHERE MADE: SYDNEY

THE COURT ORDERS THAT:

1. Pursuant to s 411(4) of the Corporations Act: (a) the Scheme of Arrangement between the Plaintiff and its members (the Ordinary Scheme) as set out in the Ordinary Scheme document annexed to these orders and marked 'A'*; and (b) the Scheme of Arrangement between the Plaintiff and its optionholders (the Option Scheme) as set out in the Option Scheme document annexed to these orders and marked 'B'*; be approved.

2. Pursuant to s 411(12) of the Corporations Act, the Plaintiff be exempt from compliance with s 411(11) of the Corporations Act in relation to the Ordinary Scheme and Option Scheme.

3. The orders be entered forthwith.

(*Annexures not reproduced)

Note: Settlement and entry of orders is dealt with in Order 36 of the Federal Court Rules.

IN THE FEDERAL COURT OF AUSTRALIA

NEW SOUTH WALES DISTRICT REGISTRY N 868 OF 2004

IN THE MATTER OF KAZ GROUP LIMITED (ACN 002 124 405) AND THE CORPORATIONS ACT

KAZ GROUP LIMITED (ACN 002 124 405)

PLAINTIFF

JUDGE: GYLES J

DATE: 9 JULY 2004

PLACE: SYDNEY

REASONS FOR JUDGMENT 1 Orders are sought approving schemes of arrangement between the scheme company and its members and option holders. Meetings to approve the schemes were ordered by me previously at which time I scrutinised the matter in accordance with the principles which have been laid down. I have had the benefit of an analysis by counsel of the evidence in a form that isolates the integers requiring proof and notes the source of that proof in the evidence. I have been taken through the evidence with that in mind. 2 I am satisfied that the conditions that must exist, including the convening of the meetings and satisfaction of the relevant majorities, are satisfied. So far as the residual discretionary power of the Court is concerned, I am content to conclude from the material that I have previously scrutinised that the nature of the scheme and of the matters relevant to the business judgment involved were properly put before the members and option holders, enabling them to make their own decision about it. There is also no objection to the proposal from ASIC. 3 My attention has been drawn to a minor discrepancy in the majority which was announced at the meeting which is of no significance. My attention has been drawn to an amendment which has been made to the deed poll to cater for payment of shares under the executive share acquisition plan in relation to executives who cannot presently be contacted. I have been taken to the text of the amended deed poll and attention has been drawn to the precise amendments to it, recital G, cl 2(aa) and the addition of certain words in cl 3(b). I indicate that none of those amendments would of itself preclude approval of the schemes, thus satisfying cl 8.2(b). 4 Therefore I am satisfied that the orders sought in the short minutes of order with the amendments that I have read out and initialled are appropriate and order accordingly. I certify that the preceding four (4) numbered paragraphs are a true copy of the Reasons for Judgment herein of the Honourable Justice Gyles.