Federal Court of Australia
FEDERAL COURT OF AUSTRALIA
WebCentral Group Limited, in the matter of WebCentral Group Limited [2006] FCA 937
CORPORATIONS – scheme of arrangement with members – application for order under s 411 of Corporations Act 2001 (Cth) for convening a meeting of members to consider, and if thought fit, to agree to scheme – whether scheme adequately provided for risk of non-performance by proposed transferee of members' shares – Held: yes, by provision for transferee to pay consideration into special "Quistclose trust" account – whether scheme appropriately included a provision that title to the shares should be taken by transferee free of encumbrances or other interests of third parties – Held: yes, but at this stage only for purposes of convening order.
Corporations Act 2001 (Cth) s 411
Re Kaz Group Ltd [2004] FCA 738 cited Re Tempo Services Ltd (2005) 53 ACSR 523 cited SFE Corporation Limited [2006] FCA 670 cited
IN THE MATTER OF WEBCENTRAL GROUP LIMITED (ACN 063 963 039), WEBCENTRAL GROUP LIMITED NSD 1326 of 2006 LINDGREN J 24 JULY 2006 SYDNEY IN THE FEDERAL COURT OF AUSTRALIA
NEW SOUTH WALES DISTRICT REGISTRY NSD 1326 OF 2006
IN THE MATTER OF WEBCENTRAL GROUP LIMITED (ACN 063 963 039)
WEBCENTRAL GROUP LIMITED
(ACN 063 963 039)
Plaintiff
JUDGE: LINDGREN J
DATE OF ORDER: 14 JULY 2006
WHERE MADE: SYDNEY
THE COURT ORDERS THAT: 1. Pursuant to subs 411(1) of the Corporations Act 2001: (a) The plaintiff ("WebCentral") convene a meeting ("Scheme Meeting") of its shareholders ("WebCentral Shareholders") for the purpose of considering and, if thought fit, agreeing (with or without modification) to a scheme of arrangement proposed to be made between WebCentral and the WebCentral Shareholders ("Share Scheme"), being the scheme substantially in the form of the draft contained in Appendix 4 of the booklet containing the explanatory memorandum in relation to the Share Scheme, being Exhibit "A" ("Scheme Booklet"). (b) The Scheme Meeting be held at 11.00 am (Australian Eastern Standard Time) on Monday 21 August 2006 at The Grace Hotel, 77 York Street, Sydney, New South Wales. (c) The Chairperson of the Scheme Meeting be Ms Lucy Turnbull and in her absence Mr Sean Howard. (d) The Chairperson appointed to the Scheme Meeting has the power to adjourn the meeting in his or her absolute discretion. (e) All voting at the Scheme Meeting be by poll as declared by the Chairperson. (f) The explanatory memorandum in the Scheme Booklet be approved for distribution to WebCentral Shareholders. (g) WebCentral publish a notice of hearing of any application to approve the Scheme no later than Tuesday 22 August 2006 and WebCentral shall otherwise be exempted from compliance with the requirement to publish such notices at least five days before the date fixed for hearing of the application pursuant to Rule 3.4(3)(b) of the Federal Court (Corporation) Rules 2000 (Cth).
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