Legrand Australia Pty Ltd v H.P.M. Industries Pty Ltd; in the matter of Legrand Australia Pty Ltd [2009] FCA 1184

FEDERAL COURT OF AUSTRALIA

Legrand Australia Pty Ltd v H.P.M. Industries Pty Ltd; in the matter of Legrand Australia Pty Ltd [2009] FCA 1184

IN THE MATTER OF LEGRAND AUSTRALIA PTY LTD (ACN 000 565 739) and NELSON INDUSTRIES PTY LTD (ACN 007 317 339) LEGRAND AUSTRALIA PTY LTD (ACN 000 565 739) and NELSON INDUSTRIES PTY LTD (ACN 007 317 339) v H.P.M. INDUSTRIES PTY LTD (ACN 000 102 661)

NSD 1083 of 2009

LINDGREN J

16 OCTOBER 2009

SYDNEY IN THE FEDERAL COURT OF AUSTRALIA

NEW SOUTH WALES DISTRICT REGISTRY

GENERAL DIVISION NSD 1083 of 2009

IN THE MATTER OF LEGRAND AUSTRALIA PTY LTD (ACN 000 565 739) AND NELSON INDUSTRIES PTY LTD (ACN 007 317 339) LEGRAND AUSTRALIA PTY LTD (ACN 000 565 739)

First Plaintiff

NELSON INDUSTRIES PTY LTD (ACN 007 317 339)

Second Plaintiff

H.P.M. INDUSTRIES PTY LTD (ACN 000 102 661)

Defendant

JUDGE: LINDGREN J

DATE OF ORDER: 2 OCTOBER 2009

WHERE MADE: SYDNEY

THE COURT ORDERS THAT:

1. Pursuant to section 411(1) of the Corporations Act 2001 (the Act), there be convened by the first plaintiff, a meeting of Legrand France SA, as the sole member of the first plaintiff, to be held on 7 October 2009 commencing at 10.00am at Unit 99, 79-99 St Hilliers Road, Auburn, New South Wales for the purpose of considering, and if thought fit, agreeing (with or without modification) to the proposed scheme of arrangement (being in the form of the scheme of arrangement set out in Exhibit 1) between the first plaintiff and its member (the LA Scheme). 2. Pursuant to section 411(1) of the Act, there be convened by the second plaintiff, a meeting of H.P.M. Industries Pty Ltd, as the sole member of the second plaintiff , to be held on 7 October 2009 commencing at 10.00am (or as soon after the conclusion of the meeting in Order 1 above as may be practicable) at Unit 99, 79-99 St Hilliers Road, Auburn, New South Wales for the purpose of considering, and if thought fit, agreeing (with or without modification) to the proposed scheme of arrangement (being in the form of the scheme of arrangement set out in Exhibit 1) between the second plaintiff and its member (the Nelson Scheme). 3. In the case of each meeting, one member present by proxy, corporate representative appointed under section 250D of the Act, or attorney under a power, shall constitute a quorum. 4. Notwithstanding Orders 1 and 2 above, and without limiting the operation of section 249S of the Act, each scheme meeting may with the consent of the chairperson and sole member be conducted by telephone without either being present at the address stipulated in those orders. 5. The explanatory statement, a copy of which forms part of Exhibit 1 (the Explanatory Statement), be approved for distribution to the member of each of the plaintiffs. 6. Each scheme meeting shall be convened by a notice of meeting, a copy of which forms part of Exhibit 1, accompanied by a copy of the Explanatory Statement. 7. Service of each notice of meeting and accompanying Explanatory Statement may be effected by electronic means, or by hand delivery to a person who is a proxy, corporate representative appointed under section 250D of the Act, or attorney under a power, of the first plaintiff and second plaintiff respectively, at any time before the relevant meeting commences. 8. The scheme meetings shall be held consecutively. 9. Each scheme meeting shall be chaired by Mr Olivier Le Floc'h, or failing him Mr John Burns. 10. The Chairperson of each scheme meeting has the power to adjourn each such meeting, in his absolute discretion. 11. Each member entitled to vote at a scheme meeting (Member), being a body corporate, may appoint an individual as the member's representative to exercise the powers the member may exercise at the scheme meeting. 12. A proxy, appointment of a corporate representative appointed under section 250D of the Act, or power of attorney to act on behalf of a member of the first plaintiff or second plaintiff may be delivered to the Chairperson of the relevant scheme meeting at any time up until the vote is cast on a resolution at that meeting. 13. A resolution put to the vote at any of the scheme meetings to approve the proposed schemes of arrangement, or any modification to the proposed schemes of arrangement, must be decided by the Member or its representative signing a record of the resolution. 14. Regulations 5.6.11 to 5.6.36A of the Corporations Regulations 2001 shall not apply to the Scheme Meetings. 15. Pursuant to sub-rule 3.4 of the Federal Court (Corporations) Rules 2000, the plaintiffs publish the Notice of Hearing in the form of annexure 'A' hereto, no later than 9 October 2009. 16. The proceeding be stood over to 16 October 2009 at 9.30 am before Justice Lindgren for the hearing of any application that the Court approve the LA Scheme and the Nelson Scheme. 17. There be liberty to apply. 18. These Orders be entered forthwith. 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. 'A' Legrand australia pty ltd and nelson industries pty ltd NOTICE OF HEARING TO APPROVE COMPROMISE OR ARRANGEMENT TO ALL the creditors and/or members of Legrand Australia Pty Ltd ACN 000 565 739 and Nelson Industries Pty Ltd ACN 007 317 339. TAKE NOTICE that at 9.30am on 16 October 2009 the Federal Court of Australia at Law Courts Building, Queen's Square, Sydney will hear an application by Legrand Australia Pty Ltd and Nelson Industries Pty Ltd seeking the approval of a compromise or arrangement between each above-named company and its respective member as proposed by resolutions passed by the meetings of the respective members of the above-named companies held on 7 October 2009. The compromises or arrangements do not involve any reduction in the amounts owing to creditors. If you wish to oppose the approval of the compromise or arrangement, you must file and serve on the plaintiffs a notice of appearance, in the prescribed form, together with any affidavit on which you wish to rely at the hearing. The notice of appearance and affidavit must be served on the plaintiffs at their address for service at least 1 day before the date fixed for the hearing of the application. The address for service of the plaintiffs is: c/- Minter Ellison, Lawyers, Aurora Place, 88 Phillip Street, Sydney, NSW, 2000 Michael Richard Hughes Solicitor for Legrand Australia Pty Ltd and Nelson Industries Pty Ltd IN THE FEDERAL COURT OF AUSTRALIA