SFE Corporation Limited, in the matter of SFE Corporation Limited [2006] FCA 670

FEDERAL COURT OF AUSTRALIA

SFE Corporation Limited, in the matter of SFE Corporation Limited [2006] FCA 670 CORPORATIONS – scheme of arrangement – meeting to be convened pursuant to s 411(1) of the Corporations Act 2001 (Cth) Corporations Act 2001 (Cth) ss 411(1), 411(3), 411(6)

Atkins v St Barbara Mines Ltd (1997) 138 FLR 425 cited Re Arthur Yates & Co Ltd (2001) 36 ACSR 758 cited Re Barbeques Galore Ltd [2005] FCA 1519 cited Re Hills Motorway Ltd (2002) 43 ACSR 101 cited Re KAZ Group Ltd [2004] FCA 738 cited IN THE MATTER OF SFE CORPORATION LIMITED ABN 74 000 299 392; SFE CORPORATION LIMITED NSD 934 OF 2006 GYLES J 31 MAY 2006 SYDNEY

IN THE FEDERAL COURT OF AUSTRALIA

NEW SOUTH WALES DISTRICT REGISTRY NSD 934 OF 2006

IN THE MATTER OF SFE CORPORATION LIMITED

ABN: 74 000 299 329

BETWEEN: SFE CORPORATION LIMITED

PLAINTIFF

JUDGE: GYLES J

DATE: 31 MAY 2006

PLACE: SYDNEY

REASONS FOR ORDERS 1 On 29 May 2006 I made orders convening a meeting of members of SFE Corporation Limited (SFE) pursuant to s 411(1) of the Corporations Act 2001 (Cth) (the Act) and ancillary orders. I said I would deliver short reasons for those orders. These are those reasons. 2 The purpose of the meeting is to approve a scheme of arrangement (the Scheme) that would put into effect the acquisition of all of the issued capital in SFE by Australian Stock Exchange Limited (ASX). The Scheme provides two alternative mechanisms for the holder of shares in SFE to receive consideration – a share alternative and a cash and share alternative – at the election of the holder. 3 The approach to an application such as this is well established by authority which I need not recite. The first question is whether there is any defect in either the Scheme itself or the procedure for approving it that would mean that the Scheme, if approved by members, would, or perhaps might, not be approved pursuant to s 411(6). The second question is whether the materials to be provided to members, particularly the Explanatory Statement defined in s 411(3), comply with the requirements of that subsection and are in such a form as would enable a member to make an informed judgment as to whether to vote for or against the Scheme. The third question is whether the other requirements of the Act and Regulations will be complied with by the contemplated procedure. The answers to these questions are not definitive – amongst other things, there is no contradictor. With that limitation in mind, I will refer to those aspects of the matter that required some particular consideration. In doing so, I will not set out or attempt to summarise the Scheme and related documents or the Explanatory Statement, except insofar as it may be necessary to explain my opinions.