Publishing and Broadcasting Limited, in the matter of Publishing and Broadcasting Limited [2007] FCA 1610

FEDERAL COURT OF AUSTRALIA

Publishing and Broadcasting Limited, in the matter of Publishing and Broadcasting Limited [2007] FCA 1610

CORPORATIONS – schemes of arrangement – applications by two corporations for, in the first instance, orders under s 411 of the Corporations Act 2001 (Cth) that they convene meetings of their members to consider and, if thought fit, agree to a scheme of arrangement – ultimate objective of demerging media and gaming businesses carried on by one company into media business to be carried on by it and gaming business to be carried on by the other company (recently formed for the purpose) – financial assistance for the acquisition of shares, name change, reduction of capital – discretionary considerations. Held: orders made that the two scheme meetings be convened and that the two proposed explanatory statements be approved.

Corporations Act 2001 (Cth) ss 256C, 260B, 411, 412

PUBLISHING AND BROADCASTING LIMITED (ABN 52 009 071 167)

NSD 1447 of 2007 CROWN LIMITED (ABN 39 125 709 953) NSD 1448 of 2007

LINDGREN J

2 NOVEMBER 2007

SYDNEY in the federal court of australia NSD 1447 OF 2007

NEW SOUTH WALES DISTRICT REGISTRY

IN THE MATTER OF PUBLISHING AND BROADCASTING LIMITED (ABN 52 009 071 167) PUBLISHING AND BROADCASTING LIMITED

(ABN 52 009 071 167)

Plaintiff

JUDGE: LINDGREN J DATE OF ORDER: 17 OCTOBER 2007

WHERE MADE: SYDNEY

THE COURT ORDERS THAT:

1. Pursuant to section 411(1) of the Corporations Act 2001 (Cth):

a) Publishing and Broadcasting Limited (ABN 52 009 071 167) (PBL) convene a meeting of all holders of shares in PBL (PBL Scheme Meeting) for the purpose of considering and, if thought fit, agreeing (with or without modification) to a scheme of arrangement (PBL Scheme), substantially in the form of the draft scheme which is at Section 20.1 of Exhibit "JYW-M" to the affidavit of Justine Yvette White dated 17 October 2007 (the Second JYW Affidavit); b) the PBL Scheme Meeting be held at 10am on Friday, 23 November 2007 at the River Room, Level 1, Crown Towers Hotel, 8 Whiteman Street, Southbank, Victoria; and c) the explanatory statement for the PBL Scheme, in a form substantially equivalent to the form that is Exhibit "JYW-M" to the Second JYW Affidavit, is approved. 2. The Chairman of the PBL Scheme Meeting be James Douglas Packer or, in his absence, Christopher John Anderson.