Ventura Investment Management Limited, in the matter of Ventura Investment Management Limited [2011] FCA 721

FEDERAL COURT OF AUSTRALIA

Ventura Investment Management Limited, in the matter of Ventura Investment Management Limited [2011] FCA 721 Citation: Ventura Investment Management Limited, in the matter of Ventura Investment Management Limited [2011] FCA 721

Parties: VENTURA INVESTMENT MANAGEMENT LIMITED ACN 092 375 258

File number(s): NSD 796 of 2011

Judge: JACOBSON J

Date of judgment: 20 June 2011

Catchwords: CORPORATIONS – scheme of arrangement – first court hearing – discussion of statutory requirements for declaration of dividend and for provision of financial assistance by companies

Legislation: Corporations Act 2001 (Cth), ss 254T, 260A and 411 Corporations Regulations 2001 (Cth), regs 5.6.12, 5.6.14–5.6.36A. Federal Court (Corporations) Rules 2000 (Cth), r 3.4(3)(b) Securities Act 1933 15 USC § 77a

Cases cited: Re APN News & Media Limited (2007) 62 ACSR 400 Re Hills Motorway Limited (2002) 43 ACSR 101

Date of hearing: 20 June 2011

Date of last submissions: 20 June 2011

Place: Sydney

Division: GENERAL DIVISION

Category: Catchwords

Number of paragraphs: 23

Counsel for the Plaintiff: Mr M Oakes SC

Solicitor for the Plaintiff: McCullough Robertson

IN THE FEDERAL COURT OF AUSTRALIA NEW SOUTH WALES DISTRICT REGISTRY GENERAL DIVISION NSD 796 of 2011

VENTURA INVESTMENT MANAGEMENT LIMITED ACN 092 375 258

Plaintiff

JUDGE: JACOBSON J DATE OF ORDER: 20 JUNE 2011 WHERE MADE: SYDNEY

THE COURT ORDERS THAT:

1. Pursuant to section 411(1) Corporations Act 2001 (Cth) (Act), the Plaintiff convene the following meetings, for the purpose of considering and, if thought fit, agreeing (with or without modification) to the proposed scheme of arrangement (Scheme) (being the scheme of arrangement set forth in Exhibit 1 in the proceeding (Scheme Booklet)): 1.1 A meeting of Scheme Founder Shareholders (as defined in the Scheme Booklet), to be held on Wednesday, 20 July 2011, at Level 14, Corporate Centre One, Corner of Bundall Road and Slatyer Avenue, Bundall, Queensland, commencing at 9.00am; and 1.2 A meeting of Scheme Planner Shareholders (as defined in the Scheme Booklet), to be held on Wednesday, 20 July 2011, at Level 14, Corporate Centre One, Corner of Bundall Road and Slatyer Avenue, Bundall, Queensland, commencing at 9.30am; (each a Scheme Meeting and collectively, Scheme Meetings). 2. The Scheme Booklet be approved for distribution to the members of the Plaintiff. 3. Kenneth Bruce Butler or, in his absence, Richard Philip Cahill, act as Chairperson of each Scheme Meeting. 4. Except for procedural motions, all voting at the Scheme Meetings be by poll as declared by the Chairperson. 5. The Chairperson of each Scheme Meeting has the power to adjourn such meeting in his absolute discretion. 6. Regulations 5.6.12, and 5.6.14 to 5.6.36A, Corporations Regulations 2001 (Cth) shall not apply to any Scheme Meeting. 7. The Plaintiff publish a notice of hearing of any application to approve the Scheme on or before Friday, 15 July 2011, in The Australian newspaper by an advertisement substantially in the form of Annexure A to these Orders, and the Plaintiff shall otherwise be exempted from compliance with Rule 3.4(3)(b) Federal Court (Corporations) Rules 2000 (Cth). 8. The proceeding be stood over to 2.15pm on Monday, 1 August 2011 before Jacobson J for the hearing of any application to approve the scheme of arrangement. 9. Liberty to restore on two days notice. 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 Federal Law Search on the Court's website.