Federal Court of Australia
FEDERAL COURT OF AUSTRALIA
Rural Press Limited, in the matter of Rural Press Limited (No 2) [2007] FCA 686
IN THE MATTER OF RURAL PRESS LIMITED (ABN 47 000 010 382) NSD 180 OF 2007
LINDGREN J
23 APRIL 2007
SYDNEY IN THE FEDERAL COURT OF AUSTRALIA
NEW SOUTH WALES DISTRICT REGISTRY NSD 180 OF 2007
RURAL PRESS LIMITED
(ABN 47 000 010 382)
Plaintiff
JUDGE: LINDGREN J DATE OF ORDER: 23 APRIL 2007
WHERE MADE: SYDNEY
THE COURT ORDERS THAT:
1. Pursuant to subsection 411(4)(b) of the Corporations Act 2001 (Ch) (Act), the Scheme of Arrangement between the Plaintiff, Rural Press Limited (Rural Press) andthe holders of Preferred Shares in Rural Press (other than the holders of Excluded Shares as defined in the Schedule below), in the form annexed hereto and marked "A" (Preferred Scheme) be approved.
2. Pursuant to subsection 411(4)(b) of the Act, the Scheme of Arrangement between Rural Press and the holders of Ordinary Shares in Rural Press (other than the holders of Excluded Shares), in the form annexed hereto and marked "B" (Ordinary Scheme) be approved.
3. Pursuant to subsection 411(12) of the Act, Rural Press be exempted from compliance with subsection 411(11) of the Act in relation to the Preferred Scheme and the Ordinary Scheme.
4. These orders be entered forthwith.
SCHEDULE In these orders, an "Excluded Share" is a fully paid preferred or ordinary share in Rural Press held by Fairfax Media Limited or its related bodies corporate. 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 NSD 180 OF 2007
RURAL PRESS LIMITED (ABN 47 000 010 382)
Plaintiff
JUDGE: LINDGREN J
DATE: 8 May 2007
PLACE: SYDNEY
REASONS FOR JUDGMENT (final court hearing)
Introduction 1 On 26 February 2007 I made orders pursuant to s 411(1) of the Corporations Act 2001 (Cth) ("the Act") for the convening of a meeting of holders of Preferred Shares in the plaintiff ("Rural Press") and for the convening of a meeting of the holders of Ordinary Shares in Rural Press other than the holders of "Excluded Shares": see Rural Press Limited, in the matter of Rural Press Limited [2007] FCA 314. The purpose of the meetings was to enable the shareholders to consider, and, if thought fit, to agree to schemes of arrangement (with or without modification) proposed between Rural Press and those respective classes of shareholders. The meetings were held on 5 April 2007 and 19 April 2007 respectively. The respective Schemes were agreed to by overwhelming majorities. 2 On 23 April 2007, I ordered that the two schemes be approved. These are my reasons for making those orders. 3 In these reasons, expressions are used with the same meanings as in my Reasons for Judgment relating to the orders made under s 411(1) of the Act. I will take my earlier reasons as read. They form part of my reasons for making the orders on 23 April 2007 approving the Preferred Scheme and the Ordinary Scheme.
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