ABC Learning Centres Limited, in the matter of; application by Walker (No 3) [2008] FCA 1945

FEDERAL COURT OF AUSTRALIA

ABC Learning Centres Limited, in the matter of; application by Walker (No 3) [2008] FCA 1945

PETER WALKER & GREGORY MOLONEY (IN THEIR CAPACITY AS VOLUNTARY ADMINISTRATORS OF ABC LEARNING CENTRES LIMITED (ADMINISTRATORS APPOINTED) (RECEIVERS & MANAGERS APPOINTED) & ORS, IN THE MATTER OF ABC LEARNING CENTRES LIMITED (ADMINISTRATORS APPOINTED) (RECEIVERS & MANAGERS APPOINTED) and ORS

NSD 1780 of 2008

EMMETT J

13 NOVEMBER 2008

SYDNEY IN THE FEDERAL COURT OF AUSTRALIA

NEW SOUTH WALES DISTRICT REGISTRY NSD 1780 of 2008

IN THE MATTER OF ABC LEARNING CENTRES LIMITED & ORS, ACN 079 736 664 PETER WALKER & GREGORY MOLONEY (IN THEIR CAPACITY AS VOLUNTARY ADMINISTRATORS OF ABC LEARNING CENTRES LIMITED(ADMINISTRATORS APPOINTED) (RECEIVERS & MANAGERS APPOINTED) & THE COMPANIES LISTED IN SCHEDULE 1

First Plaintiffs

AND ABC LEARNING CENTRES LIMITED(ADMINISTRATORS APPOINTED) (RECEIVERS & MANAGERS APPOINTED) & THE COMPANIES LISTED IN SCHEDULE 1

Second Plaintiffs

JUDGE: EMMETT J

DATE OF ORDER: 13 NOVEMBER 2008

WHERE MADE: SYDNEY

THE COURT ORDERS THAT:

1. Pursuant to section 447A(1) of the Corporations Act 2001 ("the Act"), Part 5.3A of the Act is to operate in relation to each of the Second Plaintiffs: (a) as if section 436E of the Act read, in respect of each of the Second Plaintiffs, as if each of the following new subsections were inserted: (5) At any meeting of creditors of one of the ABC Group Companies convened under sub-section (1), the meeting may by resolution determine: (a) whether to appoint a committee of creditors for the ABC Group Companies; and (b) if so, who, up to a maximum of 10 persons, are to be the members of such committee. (6) In this Part 5.3A (and in section 9 of this Act insofaras definitions are relevant to Part 5.3A): ABC Group Companies means each of the Second Plaintiffs in proceeding No NSD 1780 of 2008 in the Federal Court of Australia; ABC Group Committee means the Committee appointed under a resolution referred to in sub-section (5) committee of creditors means, in respect of each of the ABC Group Companies, the ABC Group Committee (b) as if section 436F of the Act read, in respect of each of the ABC Group Companies, as if the following new subsection were inserted: (4) For the avoidance of doubt, the ABC Group Committee has the powers and functions of a committee of creditors. (c) as if section 436G of the Act read, in respect of each of the ABC Group Companies, as follows: (1) A person can be a member of the ABC Group Committee if, and only if, the person is: (a) a creditor of one or more of the ABC Group Companies; (b) the attorney of such a creditor because of a general power of attorney; or (c) authorised in writing by such a creditor to be such a member. (2) If a member of the ABC Group Committee is a body corporate, the member may be represented at meetings of the ABC Group Committee by: (a) an officer or employee of the member; or (b) an individual authorised in writing by the member for the purposes of this subsection. (d) such that the First Plaintiffs: (i) may conduct the meeting of creditors of each of the Second Plaintiffs convened pursuant to section 436E as a combined and concurrent meeting, without the requirement for a resolution to that effect; and (ii) may treat all proofs of debt of any creditor of a Second Plaintiff, admitted by the First Plaintiffs for the purposes of voting at the section 436E Meeting, as a creditor, for the purposes of that meeting only, of each of the Second Plaintiffs, so as to permit all such creditors to vote once in respect of the resolution to be put to the meeting in relation to the ABC Group Committee referred to in Order 1(a). 2. Order 1 above shall not apply to a Second Plaintiffs if at the meeting of creditors of that Second Plaintiffs convened pursuant to section 436E of the Act a contrary resolution shall be passed by the creditors of that Second Plaintiffs. 3. The costs and expenses of this application be costs and expenses of the administration of the Second Plaintiffs. Note: Settlement and entry of orders is dealt with in Order 36 of the Federal Court Rules.