Federal Court of Australia
FEDERAL COURT OF AUSTRALIA
Lipa Pharmaceuticals Limited ACN 070 106 526, in the matter of Lipa Pharmaceuticals Limited ACN 070 106 526 [2007] FCA 1527
LIPA PHARMACEUTICALS LIMITED (ACN 070 106 526) IN THE MATTER OF LIPA PHARMACEUTICALS LIMITED (ACN 070 106 526) NSD 1724 OF 2007
EMMETT J
14 SEPTEMBER 2007
SYDNEY IN THE FEDERAL COURT OF AUSTRALIA
NEW SOUTH WALES DISTRICT REGISTRY NSD 1724 OF 2007
IN THE MATTER OF LIPA PHARMACEUTICALS LIMITED ACN 070 106 526 LIPA PHARMACEUTICALS LIMITED
Plaintiff
JUDGE: EMMETT J DATE OF ORDER: 14 SEPTEMBER 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, Lipa Pharmaceuticals Limited (ABN 21 070 106 526) (LIPA), convene a meeting (Scheme Meeting) of the holders of ordinary shares in LIPA (LIPA Shareholders) for the purpose of considering and, if thought fit, agreeing to a scheme of arrangement (with or without modification) between LIPA and the LIPA Shareholders substantially in the same form as set out in Exhibit 1 (Scheme Booklet); (b) the Scheme Meeting be held on 19 October 2007 at Level 17, 383 Kent Street Sydney at 11.00am (Sydney Time); (c) John Beresford Harkness or, failing him, Gorge Jovanov, act as Chairman of the Scheme Meeting; (d) the Chairman have the power to adjourn the Scheme Meeting for such time as the Chairman considers appropriate; (e) at the Scheme Meeting, a person will be entitled to one vote for each LIPA share they are registered as holding at 7.00 pm on 17 October 2007; (f) the Explanatory Statement in the Scheme Booklet be approved; (g) on or before 19 September 2007, there be dispatched by pre-paid post addressed to the relevant address set out in the LIPA register of members: (i) a document substantially in the form of the Scheme Booklet (which includes the explanatory statement); (ii) a proxy form for the Scheme Meeting; and (iii) an envelope addressed to Link Market Services Limited, Level 12, 680 George Street, Sydney, New South Wales 2000, and (h) the time by which the LIPA Shareholders must return their proxy forms for the Scheme Meeting be 11.00 am on 17 October 2007. 2. Other than Regulation 5.6.13 of the Corporations Regulations 2001, rule 2.15 of the Federal Court (Corporations) Rules 2000 (Cth) shall not apply to the Scheme Meeting. 3. Notice of the hearing of the application for an order approving the proposed Scheme be published once in "The Australian" newspaper by advertisement substantially in the form of "Annexure A" to these Orders, such advertisement to be published on or before 19 October 2007, and LIPA otherwise be exempted from compliance with the requirement to publish a notice at least 5 days before the date fixed for hearing of the application pursuant to rule 3.4 of the Federal Court (Corporations) Rules 2000 (Cth). 4. The proceedings be stood over to 9.30 am on 22 October 2007. 5. Liberty to apply. 6. 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
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