People Telecom Limited, in the matter of People Telecom Limited [2009] FCA 180

FEDERAL COURT OF AUSTRALIA

People Telecom Limited, in the matter of People Telecom Limited [2009] FCA 180

CORPORATIONS – application to convene scheme meeting and approve explanatory statement – maximum break fee payable in excess of Takeover Panel's one percent guideline – break fee not excessive in the circumstances – provision in proxy deeds for shareholders who have committed themselves in favour of voting for transaction – application approved Corporations Act 2001 (Cth) – ss 411(1), 1319 Corporations Regulations 2001 (Cth) Federal Court (Corporations) Rules 2000 – rules 2.15, 3.4(3)(b) Re APN News & Media Ltd (2007) 62 ACSR 400 referred to Re SFE Corporation Limited [2006] FCA 670 referred to PEOPLE TELECOM LIMITED (ACN 009 273 152)

NSD 138 of 2009

JACOBSON J

25 FEBRUARY 2009

SYDNEY

IN THE FEDERAL COURT OF AUSTRALIA

NEW SOUTH WALES DISTRICT REGISTRY NSD 138 of 2009

BETWEEN: PEOPLE TELECOM LIMITED (ACN 009 273 152)

Plaintiff

JUDGE: JACOBSON J

DATE OF ORDER: 25 FEBRUARY 2009

WHERE MADE: SYDNEY

THE COURT ORDERS THAT:

1. Pursuant to section 411(1) of the Corporations Act 2001 (Cth) (Corporations Act), that the Plaintiff convene a meeting (Shareholders' Meeting) of its members holding ordinary shares, other than the holders of Excluded Shares in respect of those Excluded Shares (Shareholders), for the purpose of considering, and if thought fit, approving (with or without modification), a scheme of arrangement proposed to be made between the Plaintiff and its Shareholders (Scheme), being substantially in the form of Exhibit B in the proceeding. 2. In Order 1, Excluded Shares has the meaning in the Scheme. 3. Pursuant to section 411(1) of the Corporations Act, that the Scheme Booklet be approved for distribution to Shareholders. 4. The Shareholders' Meeting take place at the offices of the Plaintiff at the People Telecom Centre, 76 Berry St, North Sydney, New South Wales at 10am on 6 April 2009. 5. Barry John Hamilton, or failing him Stephe Wilks, be appointed and act as Chairman of the Shareholders' Meeting. 6. The Chairman of the Shareholders' Meeting have the power to adjourn the Shareholders' Meeting in his absolute discretion. 7. All voting at the Shareholders' Meeting be by poll as declared by the Chairman. 8. The Plaintiff place a notice of the hearing of the application to approve the Scheme in The Australian newspaper on or before 7 April 2009, such notice to be substantially in the form of Form 6 of the Federal Court (Corporations) Rules 2000. 9. The Plaintiff be given leave to truncate the notice period required by Rule 3.4 (3)(b) of the Federal Court (Corporations Rules) 2000. 10. The proceeding be stood over to 9 April 2009 at 9.30 am before Justice Jacobson for the hearing of any application to approve the Scheme. 11. Pursuant to section 1319 of the Corporations Act, and Rule 2.15 of the Federal Court (Corporations) Rules 2000, the Plaintiff be exempted from compliance with the requirements of Regulations 5.6.12 to 5.6.36A of the Corporations Regulations 2001, save that Regulation 5.6.13 shall apply. 12. There be liberty to apply. 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.