Federal Court of Australia
FEDERAL COURT OF AUSTRALIA
APN News & Media Limited, in the matter of APN News & Media Limited [2007] FCA 770
CORPORATIONS – scheme of arrangement – application for order under s 411(1) of the Corporations Act 2001 (Cth) that company convene meeting of its members to consider scheme of arrangement – consideration of particular factors – "no-shop restriction" – "break fee" – deemed warranty that shares are free from encumbrances and that shareholders are entitled to transfer them Held: order made
Corporations Act 2001 (Cth) s 411(1)
In re Paramount Communications Inc Shareholders' Litigation 637 A2d 34 (Del Supr 1993) referred to Re Arthur Yates & Co Ltd (2001) 36 ACSR 758discussed Re Ballarat Goldfields NL (2002) 41 ACSR 691 cited Re Brambles Industries Ltd (2006) 59 ACSR 501 cited Re KAZ Group Ltd [2004] FCA 738 cited Re Mincom Ltd (2007) 25 ACLC 163 discussed Re National Can Industries Ltd (No 1) (2003) 48 ACSR 409discussed Re Normandy Mining Ltd (No 3) (2002) 20 ACLC 471cited Re SFE Corporation Ltd [2006] FCA 670 discussed Re Stork ICM Australia Pty Ltd (2006) 25 ACLC 208 cited Re Tempo Services Ltd (2005) 53 ACSR 523 cited Re WebCentral Group Ltd (No 2) (2006) 58 ACSR 742 distinguished IN THE MATTER OF APN NEWS & MEDIA LIMITED (ABN 95 008 637 643) NSD 303OF 2007
LINDGREN J
20 April 2007
SYDNEY IN THE FEDERAL COURT OF AUSTRALIA
NEW SOUTH WALES DISTRICT REGISTRY NSD 303 OF 2007
IN THE MATTER OF APN NEWS & MEDIA LIMITED (ABN 95 008 637 643) APN NEWS & MEDIA LIMITED
(ABN 95 008 637 643)
Plaintiff
JUDGE: LINDGREN J DATE OF ORDER: 20 APRIL 2007
WHERE MADE: SYDNEY
THE COURT ORDERS THAT:
1. Pursuant to subsection 411(1) of the Corporations Act 2001 (Cth) (the Act):
(a) The Plaintiff, APN News & Media Limited ABN 95 008 637 643 (APN), convene a meeting (Scheme Meeting) of the holders of ordinary shares in APN other than Independent News & Media (Australia) Limited (APNShareholders) for the purpose of considering and, if thought fit, agreeing to a scheme of arrangement (with or without modification) proposed to be made between APN and the APN Shareholders (Scheme), the terms of which are contained in the Explanatory Statement which comprises the scheme booklet, which is Exhibit YL1 in this proceeding (Scheme Booklet);
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