Australian Gas Light Company (ABN 95 052 167 405), in the matter of [2006] FCA 346

FEDERAL COURT OF AUSTRALIA

Australian Gas Light Company (ABN 95 052 167 405), in the matter of [2006] FCA 346 AUSTRALIAN GAS LIGHT COMPANY (ABN 95 052 167 405), IN THE MATTER OF AUSTRALIAN GAS LIGHT COMPANY (ABN 95 052 167 405) NSD182 OF 2006 EMMETT J 14 MARCH 2006 SYDNEY

IN THE FEDERAL COURT OF AUSTRALIA

NEW SOUTH WALES DISTRICT REGISTRY NSD182 OF 2006

IN THE MATTER OF:

AUSTRALIAN GAS LIGHT COMPANY

PLAINTIFF

JUDGE: EMMETT J

DATE OF ORDER: 14 MARCH 2006

WHERE MADE: SYDNEY

THE COURT ORDERS THAT: 1. The meeting convened by the plaintiff pursuant to Order (1) made on 10 February 2006 not be held. 2. On or before 20 March 2006 the plaintiff despatch to its members by pre-paid post or, in the case of overseas members, by air mail, a notice in the terms attached to these orders. 3. Orders (2), (4) to (6) inclusive, and (9) to (11) inclusive, made on 10 February 2006 be revoked. 4. These orders be entered forthwith. 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 NSD182 OF 2006

IN THE MATTER OF:

AUSTRALIAN GAS LIGHT COMPANY

PLAINTIFF

JUDGE: EMMETT J

DATE OF ORDER: 14 MARCH 2006

WHERE MADE: SYDNEY

REASONS FOR JUDGMENT 1 On 10 February 2006, I made orders under s 411(1) of the Corporations Act 2001 (Cth) ('the Act') that the plaintiff, Australian Gas Light Company ('the Company'), convene a meeting of all holders of its shares for the purpose of considering and, if thought fit, agreeing, with or without modification, to a scheme of arrangement in the form annexed to my order. Relevantly for present purposes, the scheme was expressed to be conditional upon the satisfaction or waiver of a number of conditions precedent, including a condition that, between the date of the notice of meeting and the proposed scheme meeting, a majority of the directors of the Company do not change or withdraw their recommendation to members of the Company to vote in favour of the scheme. 2 On 23 February 2006, in accordance with other orders that I made on 10 February 2006, the Company despatched, by pre-paid ordinary post or by airmail, in the case of overseas members, to each member a copy of the Demerger Booklet comprising the notice of meeting, the explanatory memorandum and other material including a copy of the scheme. On 24 February 2006, in accordance with the orders that I made, the Company advertised in The Australian Newspaper that the scheme meeting was to be held on 27 March 2006 in Sydney. 3 The Company now seeks orders that the meeting not be held and a revocation of other ancillary orders that I made on 10 February 2006 relating to the holding and conduct of the meeting. The reason for the present application is related to an announcement made on 21 February 2006 by Alinta Limited ('Alinta'), that Alinta had acquired a 10 per cent shareholding in the Company. On 22 February 2006, Alinta made a further announcement that, as at that date, it held 19.9 per cent of the issued share capital of the Company. 4 In its announcement of 21 February 2006, Alinta proposed a merger with the Company. Its proposal consisted of the following: * The Company and its shareholders would enter into a scheme of arrangement to merge Alinta and the Company. * If the scheme is approved, Alinta would acquire the remaining 90 per cent, as it then was, of the Company's issued shares that it did not already own in return for shares in Alinta. The ratio was to be 1.773 shares in Alinta for each share in the Company, based on the closing price at the time of Alinta shares at $10.97 per share and the Company's shares at $19.45 per share. · Following the merger, a number of internal restructuring steps would be taken to separate the combined infrastructure assets from the combined energy assets.