Emerald Capital Limited (ACN 007 024 839), in the matter of Emerald Capital Limited (ACN 007 024 839) [2008] FCA 1739

FEDERAL COURT OF AUSTRALIA

Emerald Capital Limited (ACN 007 024 839), in the matter of Emerald Capital Limited (ACN 007 024 839) [2008] FCA 1739

CORPORATIONS LAW – off-market takeover bid – extension of time – error as to extension date in notice under s 630(2) and s 650D(1) of the Corporations Act 2001 (Cth) – remedial orders sought Held: Orders granted subject to compensation condition. Corporations Act 2001 (Cth) ss 630(2), 630(5)(b), 650D(1), 650D(1)(b), 650D(1)(c)(ii), 659B, 1325D, 1322(4) Barondene Pty Ltd v Breakfree Limited (2004) 22 ACLC 910 Pinnacle VRB Ltd v Reliable Power Inc [2001] VSC 262 Re William Haughton & Co Ltd [1978] VR 233 Winpar Holdings Limited v Goldfields Kalgoorlie Limited (2001) 166 FLR 144 IN THE MATTER OF EMERALD CAPITAL LIMITED (ACN 007 024 839) EMERALD CAPITAL LIMITED (ACN 007 024 839)

WAD 256 of 2008

MCKERRACHER J

18 NOVEMBER 2008

PERTH

IN THE FEDERAL COURT OF AUSTRALIA

WESTERN AUSTRALIA DISTRICT REGISTRY WAD 256 of 2008

IN THE MATTER OF EMERALD CAPITAL LIMITED (ACN 007 024 839) BETWEEN: EMERALD CAPITAL LIMITED

(ACN 007 024 839)

Plaintiff

JUDGE: MCKERRACHER J

DATE OF ORDER: 17 NOVEMBER 2008

WHERE MADE: PERTH

THE COURT ORDERS THAT:

1. Pursuant to Section 1322(4)(d) of the Corporations Act 2001 (Act) the period for the Plaintiff to give a new notice under Sections 650D(1), 630(2) and 630(3) of the Act to vary the offers made by the Plaintiff dated 5 August 2008 (Offers) to acquire shares in Goldlink IncomePlus Limited (Goldlink) by extending the date of the close of the Offers to 5.00pm (WDT) on 25 November 2008 (New Notice) be extended to midnight (WDT) on Monday 17 November 2008 (the Deadline) on condition that the Plaintiff: (a) lodges the New Notice with the Australian Securities and Investments Commission (ASIC) on or prior to the Deadline; (b) gives the New Notice to Goldlink on or prior to the Deadline; (c) gives the New Notice to ASX Limited on or prior to the Deadline; (d) as soon as practicable after the Deadline sends the New Notice to Goldlink shareholders who are entitled to receive the New Notice in accordance with the requirements of Section 650D(1)(c)(ii) of the Act; (e) as soon as practicable after the Deadline further varies the Offers by extending the date of the close of the Offers to a date not earlier than 2 December 2008; (f) as soon as practicable after the Deadline notifies Goldlink shareholders who are entitled to receive the New Notice of the effect of these orders in accordance with the requirements of Section 650D(1)(c)(ii) of the Act; and (g) undertakes that if the Offers become unconditional that the Plaintiff will pay within 14 days of the Offers becoming unconditional to the vendors of shares who sold shares of Goldlink on market on and from 10 November 2008 until close of business on 18 November 2008 at a price less than 23 cents per share the difference between that price and the amount the shareholder would have received if it had accepted the Offer made to the shareholder. 2. The time for service of this originating application be abridged. 3. An office copy of this order be lodged with ASIC as soon as practicable after the order is made. 4. Liberty to apply by either party or ASIC on notice to the others. 5. The Plaintiff pay the costs of Goldlink fixed at $12,500.00. Note: Settlement and entry of orders is dealt with in Order 36 of the Federal Court Rules. The text of entered orders can be located using eSearch on the Court's website. IN THE FEDERAL COURT OF AUSTRALIA