FEDERAL COURT OF AUSTRALIA Orion Telecommunications Limited, in the matter of Orion Telecommunications Limited [2007] FCA 1545 Corporations Act 2001 (Cth), ss 411(4)(b), 411(11), 411(12) (Orion Telecommunications Limited, in the matter of Orion Telecommunications Limited [2007] FCA 1389 related IN THE MATTER OF ORION TELECOMMUNICATIONS LIMITED ABN 54 109 038 520 ORION TELECOMMUNICATIONS LIMITED ABN 54 109 038 520 NSD 1657 OF 2007 GYLES J 27 SEPTEMBER 2007 SYDNEY IN THE FEDERAL COURT OF AUSTRALIA NEW SOUTH WALES DISTRICT REGISTRY NSD 1657 OF 2007 IN THE MATTER OF ORION TELECOMMUNICATIONS LIMITED ABN 54 109 038 520 ORION TELECOMMUNICATIONS LIMITED ABN 54 109 038 520 Plaintiff JUDGE: GYLES J DATE OF ORDER: 27 SEPTEMBER 2007 WHERE MADE: SYDNEY THE COURT ORDERS THAT: 1. Pursuant to s 411(4)(b) of the Corporations Act 2001 the scheme of arrangement between the plaintiff and its members in the form annexed hereto and marked "A" be approved. [Not annexed hereto] 2. Pursuant to s 411(12) of the Corporations Act 2001, the plaintiff be exempted from compliance with s 411(11) of the Corporations Act 2001 in relation to the order at paragraph 1. 3. 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 1657 OF 2007 IN THE MATTER OF ORION TELECOMMUNICATIONS LIMITED ABN 54 109 038 520 ORION TELECOMMUNICATIONS LIMITED ABN 54 109 038 520 Plaintiff JUDGE: GYLES J DATE: 27 SEPTEMBER 2007 PLACE: SYDNEY REASONS FOR JUDGMENT 1 On 22 August 2007 I made orders convening a meeting of the ordinary shareholders in the plaintiff, Orion Telecommunications Limited (Orion), for the purpose of considering a scheme of arrangement proposed between Orion and its ordinary shareholders. On 4 September 2007 I gave reasons for those orders (Orion Telecommunications Limited, in the matter of Orion Telecommunications Limited [2007] FCA 1389). At that stage I had gone through the scheme and the accompanying documents, had dealt with the matters which required attention, and concluded that the scheme was appropriate to be put forward to members for consideration. 2 That consideration has now taken place and the overwhelming response of the shareholders is in favour of the scheme being approved. Counsel yesterday took me through the items requiring proof in order to justify making an order and referred me to the evidence which established each of those matters. I need not now recite each of them beyond saying that, in my opinion, all of the formalities associated with the calling of the meeting, the conduct of the meeting and the recording of the result of the meeting, together with all the statutory preconditions, have been established. 3 Counsel drew to my attention some matters which he indicated required my attention. The first related to some voting restrictions placed on certain shareholders. I agree with counsel's submission that, in the events which have happened, that matter has no consequence because, restriction or no restriction, the overwhelming approval means that there would be no effect upon the vote no matter which view is taken. That is particularly so as not all of the shares would be governed by that restriction. The corresponding wrong calculation as to the result similarly has no effect. 4 The calculation of "net proceeds" had not been made yesterday. That has now been made and evidence given as to the final result. The issue of "net proceeds" was raised with me at the stage of convening the meeting. 5 I should also note that there was no appearance yesterday by any party to oppose the making of the orders and there is no appearance today to oppose those orders. I mention that particularly because yesterday's hearing was arranged after the original convening of the meeting. Steps were taken to advise those attending the meeting of the date of the confirmation hearing being yesterday and today rather than just today as originally planned. Notice was also given in other ways. In any event, this date and time was previously notified and no person appears. Therefore, I make orders in accordance with the short minutes of order which I have initialled and placed with the papers. I certify that the preceding five (5) numbered paragraphs are a true copy of the Reasons for Judgment herein of the Honourable Justice Gyles. Associate: Dated: 8 October 2007 Counsel for the Plaintiff: Mr M Oakes SC (26 September 2007) Solicitor for the Plaintiff: Mr S Clyne of Deacons (27 September 2007) Date of Hearing: 26 and 27 September 2007 Date of Judgment: 27 September 2007