FEDERAL COURT OF AUSTRALIA Veda Advantage Limited, in the matter of Veda Advantage Limited (No 2) [2007] FCA 980 IN THE MATTER OF VEDA ADVANTAGE LIMITED (ACN 080 662 568) NSD 694 OF 2007 LINDGREN J 22 JUNE 2007 SYDNEY IN THE FEDERAL COURT OF AUSTRALIA NEW SOUTH WALES DISTRICT REGISTRY NSD 694 OF 2007 IN THE MATTER OF VEDA ADVANTAGE LIMITED (ACN 080 662 568) VEDA ADVANTAGE LIMITED (ACN 080 662 568) Plaintiff JUDGE: LINDGREN J DATE OF ORDER: 22 JUNE 2007 WHERE MADE: SYDNEY THE COURT ORDERS THAT: 1. Pursuant to sections 411(4)(b) and 411(6) of the Corporations Act 2001 (Cth) ("Act"), the scheme of arrangement between the plaintiff and its shareholders which is annexed hereto and marked "A" be and is hereby approved. 2. Pursuant to section 411(12) of the Act, the plaintiff be exempt from compliance with section 411(11) of the Act in relation to the order at paragraph 1. 3. The exhibits be returned to the plaintiff. 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 NSD 694 OF 2007 IN THE MATTER OF VEDA ADVANTAGE LIMITED (ACN 080 662 568) VEDA ADVANTAGE LIMITED (ACN 080 662 568) Plaintiff JUDGE: LINDGREN J DATE: 2 JULY 2007 PLACE: SYDNEY REASONS FOR JUDGMENT (second court hearing) 1 On 4 May 2007 I ordered that the plaintiff (Veda) convene a meeting of its shareholders on 14 June 2007 for the purpose of considering, and if thought fit, agreeing (with or without modification), to a scheme of arrangement (the Scheme) between Veda and its shareholders (Veda Advantage Limited, in the matter of Veda Advantage Limited [2007] FCA 822). 2 The meeting was held on 14 June 2007 and the shareholders agreed without modification to the scheme. On 22 June 2007 I made orders pursuant to s 411(4)(b) and s 411(6) of the Corporations Act 2001 (Cth) (the Act) approving the Scheme. The following are the reasons why I did so. 3 I note that on 14 May 2007, I had made a further order that save for reg 5.6.13 of the Corporations Regulations 2001 (Cth) (the Regulations) regs 5.6.12 to 5.6.36A should not apply to the Scheme meeting. The Court may make such an order under r 2.15 of the Federal Court (Corporations) Rules 2000 (the Rules) which makes regs 5.6.12 to 5.6.36A applicable to meetings ordered by the Court "[s]ubject to … any direction of the Court to the contrary". The Regulations I made inapplicable address, among other things, costs, the chairperson of the meeting and the quorum and voting at the meeting, and the minutes of the proceedings at the meeting. 4 Regulation 5.6.13 provides that a written statement in accordance with Form 530 by the person convening a meeting (or a person acting on his or her behalf) that notice of the meeting was sent by prepaid post is, in the absence of evidence to the contrary, sufficient proof of the notice having been sent to a person at the address specified for that person in that notice. 5 In compliance with reg 5.6.13, Elaine Connor, company secretary and general counsel for Veda, has signed a Form 530 statement dated 21 June 2007 relating to the sending by prepaid post to persons appearing in the shareholder register for Veda, of certain documents. They are a copy of the Scheme Booklet, including notice of the time and place of the meeting with an individualised proxy form and envelope addressed to Computershare Investor Services, which maintains the shareholder register for Veda. The documents were sent to each person appearing in the register as at 7.00 pm (Sydney time) on 6 May 2007. 6 At the Scheme meeting, 1044 shareholders participated in person or by proxy. A total of 321,425 "abstain votes" were recorded, while 148,550,655 votes were cast for the motion to agree to the Scheme, and 1,340,953 votes were cast against the motion, making a total number of votes cast of 149,891,608. The votes cast for the motion represented 99.11 percent of the total number of votes cast, and the number of votes cast against the motion represented 0.89 percent of that total. 7 Of the total number of shareholders who voted (1044), 957 voted for the motion and 87 voted against it. The 957 shareholders who voted for it represented 91.67 percent of the total number of shareholders who voted, and the 87 shareholders who voted against the motion represented 8.33 percent of that total. 8 The resolution to agree to the Scheme was therefore passed by the majorities required by s 411(4) of the Act – a majority in number of the members present and voting (either in person or by proxy) and 75 percent of the votes cast on the resolution. 9 The Australian Securities & Investments Commission has now provided a letter indicating that it has no objection to the Scheme, on the basis that it is satisfied that the Scheme has not been proposed for the purpose of enabling any person to avoid the operation of any of the provision Ch 6 of the Act. 10 There is also in evidence a letter from the Treasury of the Australian Government to the effect that there is no objection to the Scheme in terms of the Government's foreign investment policy. Similarly, there is in evidence a letter from the Overseas Investment Office of the New Zealand Government to the effect that consent has been granted to the acquisition of up to 100 percent of the share capital in Veda by VA Australia Finance Pty Limited, the consent having been granted under the Overseas Investment Act 2005 (NZ). 11 There was evidence that the second court hearing was advertised in The Australian newspaper on 18 June 2007. Upon the matter being called outside the court room, there was no appearance for any other party. 12 There was evidence that all formal requirements had been satisfied. For the reasons I gave on 4 May 2007 and for the above reasons, I made the order approving the Scheme. I certify that the preceding twelve (12) numbered paragraphs are a true copy of the Reasons for Judgment herein of the Honourable Justice Lindgren. Associate: Dated: 2 July 2007 Counsel for the Plaintiff: Mr I M Jackman SC Solicitor for the Plaintiff: Mallesons Stephen Jaques Counsel for VA Finance Australia Pty Limited: Mr M B Oakes SC Solicitor for VA Finance Australia Pty Limited: Baker MacKenzie Date of Hearing: 22 June 2007 Date of Judgment: 22 June 2007 Date of Publication of Reasons 2 July 2007