Colonial First State Private Capital Limited, in the matter of Colonial First State Private Capital Limited [2007] FCA 1619

FEDERAL COURT OF AUSTRALIA

Colonial First State Private Capital Limited, in the matter of Colonial First State Private Capital Limited [2007] FCA 1619

CORPORATIONS – scheme of arrangement – whether there were separate classes of shareholders – "no-shop", "no-talk" and "break fee" provisions in merger implementation agreement – Supreme Court of Northern Territory had made restraining order against a particular shareholder under the Criminal Property Forfeiture Act 2002 (NT) – special term providing for payment of the amount otherwise payable to that shareholder. Held: (1) order made that company convene a meeting of its shareholders to consider, and, if thought fit, agree to the scheme; (2) there were not separate classes of members; (3) in the circumstances the "no-shop" "no-talk" and "break fee" provisions should not prevent Court approval; (4) the special provision for payment of the amount otherwise payable to the particular shareholder was appropriate.

Corporations Act 2001 (Cth) s 411 APN News & Media Ltd (2007) 62 ACSR 400 referred to

COLONIAL FIRST STATE PRIVATE CAPITAL LIMITED (ACN 002 785 739) NSD 2021 OF 2007

LINDGREN J

24 OCTOBER 2007

SYDNEY IN THE FEDERAL COURT OF AUSTRALIA

NEW SOUTH WALES DISTRICT REGISTRY NSD 2021 OF 2007

IN THE MATTER OF COLONIAL FIRST STATE PRIVATE CAPITAL LIMITED (ACN 002 785 739) BETWEEN: COLONIAL FIRST STATE PRIVATE CAPITAL LIMITED

(ACN 002 785 739)

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) (the Act) the Plaintiff, Colonial First State Private Capital Limited (CFI) convene a meeting of its ordinary shareholders for the purpose of considering and if thought fit, agreeing (with or without modification) to a scheme of arrangement proposed to be made between CFI and its ordinary shareholders (the Scheme), being the Scheme substantially in the form of the draft explanatory statement contained in the booklet, being Exhibit 1 (the Scheme Booklet). 2. The meeting referred to in paragraph 1 be held on 30 November 2007 at the Adelaide Room, Sofitel Wentworth, 61-101 Phillip Street, Sydney, NSW at 11.00 am. 3. Mr Graham Kelly, or failing him, Mr Richard Haddock be chairperson of the meeting. 4. The chairperson appointed to the meeting has the power to adjourn the meeting in his absolute discretion. 5. The Scheme Booklet be approved for distribution to the shareholders.