Investa Properties Limited, in the matter of Investa Properties Limited [2007] FCA 1104

FEDERAL COURT OF AUSTRALIA

Investa Properties Limited, in the matter of Investa Properties Limited [2007] FCA 1104 CORPORATIONS – scheme of arrangement – application for order under s 411(1) of Corporations Act 2001 (Cth) that company convene meeting of members to consider proposed scheme of arrangement – term of scheme that "to the extent permitted by law" shares will vest in acquiring company free of interests of third parties – discussion of such a term. Held: order made that company convene meeting to consider scheme incorporating the term.

Corporations Act 2001 (Cth) s 411

APN News & Media Limited (2007) 25 ACLC 784 referred to Archibald Howie Pty Ltd v Commissioner of Stamp Duties (NSW) (1948) 77 CLR 143 cited Borland's Trustee v Steel Bros & Co Ltd [1901] 1 Ch 279 cited Commissioners of Inland Revenue v Crossman [1937] AC 26 cited Re Kaz Group Ltd [2004] FCA 738 cited Re SFE Corporation Ltd (2006) 59 ACSR 82 cited Re Tempo Services Ltd (2005) 53 ACSR 526 cited WebCentral Group Limited (No 2) (2006) 58 ACSR 742 discussed Meagher RP, Heydon JD and Leeming MJ, Meagher Gummow and Lehane's Equity Doctrines and Remedies (Butterworths LexisNexis, 2002) IN THE MATTER OF INVESTA PROPERTIES LIMITED (ABN 54 084 407 241) NSD 1316 of 2007

LINDGREN J

18 JULY 2007

SYDNEY IN THE FEDERAL COURT OF AUSTRALIA

NEW SOUTH WALES DISTRICT REGISTRY NSD 1316 OF 2007

IN THE MATTER OF INVESTA PROPERTIES LIMITED (ABN 54 084 407 241) INVESTA PROPERTIES LIMITED (ABN 54 084 407 241)

Plaintiff

JUDGE: LINDGREN J DATE OF ORDER: 18 JULY 2007

WHERE MADE: SYDNEY

THE COURT ORDERS THAT:

1. Pursuant to section 411(1) of the Corporations Act 2001 (Cth) (the Act), Investa Properties Limited (ABN 54 084 407 241) (Investa Co) convene a meeting of all holders of shares in Investa Co (Share Scheme Meeting) for the purpose of considering and, if thought fit, agreeing (with or without modification) to a scheme of arrangement (Share Scheme), being the scheme substantially in the form of the draft, a copy of which is at Attachment C of Exhibit "MXS-D". 2. The Share Scheme Meeting be held at 10 am on 22 August 2007 at Sheraton Four Points, Sydney. 3. Pursuant to section 411(1) of the Act, the explanatory statement for the Share Scheme, in a form substantially equivalent to the form that is Exhibit "MXS-D", is approved subject to the following modifications: (a) the insertion of the figure "$2.69" at clause 9.10 of the Scheme Booklet and the consequential amendment of the graph that appears in that clause; (b) the amendment of the tables that appear at clauses 9.12 and 9.18 to include updated information concerning the holdings of substantial holders of Investa securities; (c) deletion of the words "without prejudice to any rights of any third parties as against Scheme Participants" in clause 7.3(b) of Attachment C; and (d) in the event that formal confirmation of the relevant relief is not received from ASIC prior to registration of the explanatory statement in accordance with section 412(6) of the Act, the insertion of the words "in principle": (i) after the words "An ASIC modification in respect of this requirement has been obtained" in the fifth paragraph of section 7.2(b) and (ii) after the words "ASIC has granted Investa a modification" in the second paragraph of 9.17(a). 4. The Chairman of the Share Scheme Meeting be Steven Crane, or in his absence John Messenger. 5. Investa Co place an advertisement in The Australian Newspaper, in a form substantially equivalent to the form that appears at Exhibit "MXS-H" not later than five days prior to the date fixed for the hearing of any application to approve the Share Scheme. 6. The proceedings be stood over to 10.15 am on 27 August 2007 before Justice Gyles for the hearing of any application to approve the Share Scheme. Note: Settlement and entry of orders is dealt with in Order 36 of the Federal Court Rules. IN THE FEDERAL COURT OF AUSTRALIA