Manchester Unity Australia Limited, in the matter of; application by Goaley [2008] FCA 1845

FEDERAL COURT OF AUSTRALIA

Manchester Unity Australia Limited, in the matter of; application by Goaley [2008] FCA 1845

ROBERT JOHN GOALEY

NSD 1641 OF 2008

EMMETT J

17 OCTOBER 2008

SYDNEY IN THE FEDERAL COURT OF AUSTRALIA

NEW SOUTH WALES DISTRICT REGISTRY NSD 1641 OF 2008

IN THE MATTER OF MANCHESTER UNITY AUSTRALIA LIMITED ACN 087 648 711 ROBERT JOHN GOALEY

Plaintiff

JUDGE: EMMETT J

DATE OF ORDER: 20 OCTOBER 2008

WHERE MADE: SYDNEY

THE COURT ORDERS THAT:

1. Pursuant to s 411(1) of the Act, Manchester Unity convene a meeting ("Scheme Meeting") of the members of Manchester Unity for the purpose of considering and, if thought fit, agreeing (with or without modification) to a scheme of arrangement to be made between Manchester Unity and its members, being the scheme substantially in the form of the document appearing at Tab 2 of Exhibit 1. 2. The Scheme Meeting be held at the Wesley Conference Centre, 220 Pitt Street, Sydney at 2pm (Sydney time) on 15 December 2008, following the Constitutional Change Meeting to be held at 10 am on the 15 December 2008. 3. The plaintiff, or failing him, John Charles Barker, be appointed Chairman of the Scheme Meeting. 4. The Chairman appointed to the Scheme Meeting have power to adjourn the Scheme Meeting in his absolute discretion. 5. All voting at the Scheme Meeting to be by poll as declared by the Chairman. 6. The Explanatory Memorandum that is Exhibit 1 ("the Explanatory Memorandum") be approved for distribution to the members of Manchester Unity. 7. On or before 19 November 2008, Manchester Unity despatch by pre-paid post to each member of Manchester Unity who is recorded in the Manchester Unity register of members as at midnight at the end of 27 August 2008: (a) a document substantially in the form of the Explanatory Memorandum; (b) a letter from the Chairman of Manchester Unity, substantially in the form that appears at tab 10 of Exhibit RJG2 to the affidavit of Robert John Goaley sworn 14 October 2008; (c) a proxy form for the Scheme Meeting, substantially in the form that appears at tab 11 of Exhibit RJG2 to the affidavit of Robert John Goaley; (d) a payment authority form substantially in the form that appears at tab 13 of Exhibit RJG2 to the affidavit of Robert John Goaley; (e) an allocation form, substantially in the form that appears at tab 14 of Exhibit RJG2 to the affidavit of Robert John Goaley; (f) a review request form, substantially in the form that appears in Schedule 3, of Attachment 2 to the Explanatory Memorandum; (g) a reply paid envelope (for use in Australia only) for the return of the proxy form. 8. The time by which members must return their proxy forms, or lodge their electronic proxy forms, for the Scheme Meeting to be no later than 2pm on 13 December 2008. 9. Other than regulation 5.6.13 of the Corporations Regulations 2001, rule 2.15 of the Rules shall not apply to the Scheme Meeting. 10. Notice of the hearing of the application for an order approving the proposed Scheme substantially in the form of Annexure "A" to these orders be published once on or before 15 December 2008 in "The Australian" newspaper, and Manchester Unity 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 r 3.4 of the Rules. 11. This proceeding be stood over to 9.30 am on 19 December 2008 before Justice Emmett for the hearing of any application to approve the Scheme of Arrangement pursuant to s 411(4)(b) of the Act. 12. Liberty to apply on one day's notice. 13. These orders be entered forthwith.