In the matter of Foodland Associated Limited [2005] FCA 1933

FEDERAL COURT OF AUSTRALIA

In the matter of Foodland Associated Limited

[2005] FCA 1933

CORPORATIONS - Scheme of Arrangement - transfer scheme - demerger scheme - arrangement with members - conditioned proposals for the acquisition of shares - exemption from compliance with s 411(11) of the Corporations Act 2001 - proponents of scheme to draw Court's attention to potential problems - role of Court.

Corporations Act 2001 (Cth), ss 411(1), (4)(a)(ii), (6), (17)(a), 412(1)(a), Ch 6.

Re ACM Gold Ltd (1992) 34 FCR 530 referred to Re Archaean Gold NL (1997) 23 ACSR 143 referred to Statewest Credit Society Limited v Home Building Society Limited [2005] FCAFC 273 referred to

Re Sonodyne International Ltd (1995) 13 ACLC 221 referred to

Re NRMA Ltd (No 2) (2000) 34 ACSR 261 referred to

IN THE MATTER OF Foodland Associated Limited WAD 238 OF 2005 LEE J 9 NOVEMBER 2005 PERTH

IN THE FEDERAL COURT OF AUSTRALIA

WESTERN AUSTRALIA DISTRICT REGISTRY WAD238 OF 2005

IN THE MATTER OF Foodland Associated Limited (ABN 13 008 667 650)

FOODLAND ASSOCIATED LIMITED

(ABN 13 008 667 650)

Plaintiff

JUDGE: LEE J

DATE OF ORDER: 9 NOVEMBER 2005

WHERE MADE: PERTH

THE COURT ORDERS THAT: 1. Pursuant to section 411(6) of the Corporations Act 2001 (Cth), the Transfer Scheme which is set out in Part 18.2 of Exhibit "C" to the fourth affidavit of Christopher Edward Bennett sworn 15 September 2005 be approved. 2. Pursuant to section 411(6) of the Corporations Act 2001 (Cth), the Demerger Scheme which is set out in Part 18.4 of Exhibit "C" to the fourth affidavit of Christopher Edward Bennett sworn 15 September 2005 be approved. 3. Pursuant to section 411(12) of the Corporations Act 2001 (Cth), the Plaintiff is exempted from compliance with section 411(11) of the Corporations Act 2001 (Cth) in relation to the Transfer Scheme and the Demerger Scheme. Note: Settlement and entry of orders is dealt with in Order 36 of the Federal Court Rules.