Unilife Medical Solutions Limited [2010] FCA 3

FEDERAL COURT OF AUSTRALIA

Unilife Medical Solutions Limited, in the matter of Unilife Medical Solutions Limited [2010] FCA 3 Citation: Unilife Medical Solutions Limited [2010] FCA 3

Parties: UNILIFE MEDICAL SOLUTIONS LIMITED, IN THE MATTER OF UNILIFE MEDICAL SOLUTIONS

File number: NSD 1332 of 2009

Judge: STONE J

Date of judgment: 7 January 2010

Catchwords: CORPORATIONS – Corporations Act 2001(Cth) – s 411 – schemes of arrangement – application for orders approving company convening meeting of members and option holders to consider proposed schemes of arrangement

Legislation: Corporations Act 2001 (Cth) s 411

Cases cited: Re APN News & Media Limited in the matter of APN News & Media Limited (2007) ACSR 400

Date of hearing: 4 December 2009

Place: SYDNEY

Division: GENERAL DIVISION

Category: Catchwords

Number of paragraphs: 17

Counsel for the Plaintiff: M Oakes SC with A Murray

Solicitor for the Plaintiff: DLA Phillips Fox

IN THE FEDERAL COURT OF AUSTRALIA

NEW SOUTH WALES DISTRICT REGISTRY NSD 1332 of 2009

GENERAL DIVISION

IN THE MATTER OF UNILIFE MEDICAL SOLUTIONS LIMITED UNILIFE MEDICAL SOLUTIONS LIMITED

Plaintiff

JUDGE: STONE J

DATE OF ORDER: 4 December 2009

WHERE MADE: SYDNEY

THE COURT ORDERS THAT:

1. Pursuant to section 411(1) of the Corporations Act 2001 (Cth) (the Act), the Plaintiff convene a meeting of members of the Plaintiff (Members) for the purpose of considering and, if thought fit, agreeing (with or without modification) to a scheme of arrangement proposed to be made between the Plaintiff and its Members, being the scheme substantially in the form set out in Appendix 3 of the Information Memorandum which is Exhibit 1 in the proceeding (the Information Memorandum). 2. Pursuant to section 411(1) of the Act, the Plaintiff convene a meeting of the holders of options for shares in the Plaintiff (the Optionholders) for the purpose of considering and, if thought fit, agreeing (with or without modification) to a scheme of arrangement proposed to be made between the Plaintiff and its Optionholders, being the scheme substantially in the form set out in Appendix 4 of the Information Memorandum. 3 The scheme meetings be held at Westin Hotel, 1 Martin Place, Sydney NSW 2000 on 8 January 2010 with the meeting of Members to commence at 10.00am Eastern Daylight Time and the meeting of Optionholders to commence at 10.30am Eastern Daylight Time, or immediately following the conclusion of the meeting referred to in Order 1, if later. 4 Slavko James Joseph Bosnjak, or failing him, Alan Denis Shortall be chair of each scheme meeting. 5. The chair appointed to each scheme meeting has the power to adjourn the meeting in his absolute discretion. 6. Regulations 5.6.12 and 5.6.14 to 5.6.36A of the Corporations Regulations 2001 (Cth) shall not apply to either scheme meeting. 7. Pursuant to subsection 411(1) of the Act, the explanatory statement contained in the Information Memorandum be approved for distribution to Members and Optionholders. 8. Notice of the hearing of an application pursuant to subsection 411(4) of the Act for orders approving the schemes of arrangement be published by an advertisement substantially in the form of Annexure A to these orders, such advertisement to be published on or before 8 January 2010, and the Plaintiff be otherwise exempted from compliance with rule 3.4 of the Federal Court (Corporations) Rules 2000. 9. The proceeding be stood over to 2.15 pm on 14 January 2010 for the hearing of any application to approve the schemes. 10. 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.