Federal Court of Australia
FEDERAL COURT OF AUSTRALIA
GRD Ltd, In the matter of GRD Ltd [2009] FCA 1595
CORPORATIONS – scheme of arrangement – Court's approval of compromise – s 411(4) of the Corporations Act 2001 (Cth) – expert report concluded scheme not fair but reasonable – best interests of shareholders – scheme approved. IN THE MATTER OF GRD LIMITED (ACN 009 201 754)
WAD 158 of 2009
GILMOUR J
16 NOVEMBER 2009
PERTH
IN THE FEDERAL COURT OF AUSTRALIA
WESTERN AUSTRALIA DISTRICT REGISTRY
GENERAL DIVISION WAD 158 of 2009
IN THE MATTER OF GRD LIMITED (ACN 009 201 754) BETWEEN: GRD LIMITED (ACN 009 201 754)
Plaintiff
JUDGE: GILMOUR J
DATE OF ORDER: 16 NOVEMBER 2009
WHERE MADE: PERTH
THE COURT ORDERS THAT:
1. The scheme of arrangement between the plaintiff and its members, attached to these orders and marked 'A', and which scheme was agreed to by a resolution of the members of the plaintiff at a meeting of those members on 10 November 2009, be approved pursuant to section 411(4) of the Corporations Act 2001 (Cth) (Act).
2. The plaintiff is exempt from compliance with section 411(11) of the Act.
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
WESTERN AUSTRALIA DISTRICT REGISTRY
GENERAL DIVISION WAD 158 of 2009
IN THE MATTER OF GRD LIMITED (ACN 009 201 754) BETWEEN: GRD LIMITED (ACN 009 201 754)
Plaintiff
JUDGE: GILMOUR J
DATE: 16 NOVEMBER 2009
PLACE: PERTH
REASONS FOR JUDGMENT 1 I made orders on 16 November 2009 approving the proposed scheme of arrangement (Scheme) and exempting the plaintiff, GRD Limited (GRD), from compliance with the provisions of s 411(11) of the Corporations Act 2001 (Cth) (Corporations Act). I indicated then that I would deliver written reasons in due course. These are my reasons. 2 On 1 October 2009 (the First Court Hearing) the Court granted approval to GRD for the convening of a meeting (Scheme Meeting) to consider the Scheme. 3 The Scheme, if approved and implemented, will result in GRD becoming a wholly owned subsidiary of AMEC Australia Finance Company Limited (AMEC). 4 GRD now seeks an order approving of the Scheme pursuant to s 411(4)(b) of the Corporations Act and an order exempting it pursuant to s 411(12) of the Corporations Act from compliance with s 411(11) of the Corporations Act. 5 The application is supported by the following affidavits: Affidavits before the Court at the First Hearing on 1 October 2009 (a) Mark Clifford Lawrenson sworn 8 September 2009 (the First Lawrenson Affidavit); (b) Garrick John Archer sworn 30 September 2009 (the First Archer Affidavit). Affidavits before the Court since the First Hearing on 1 October 2009 (c) Garrick John Archer sworn 11 November 2009 (the Second Archer Affidavit); (d) Melissa Stevens sworn 12 November 2009 (the Stevens Affidavit); (e) Richard Fairfax Court sworn 11 November 2009 (the Chairman's Affidavit); (f) Mark Clifford Lawrenson sworn 12 November 2009 (the Second Lawrenson Affidavit); (g) Desmond John Barrie sworn 12 November 2009; and (h) Garrick John Archer sworn 16 November 2009. 6 On 1 October 2009, by Order 1, I approved, pursuant to s 411(1), the explanatory memorandum and Scheme Booklet in its final form.
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