FEDERAL COURT OF AUSTRALIA iSOFT Group Limited, in the matter of iSOFT Group Limited (No 2) [2011] FCA 882 Citation: iSOFT Group Limited, in the matter of iSOFT Group Limited (No 2) [2011] FCA 882 Parties: ISOFT GROUP LIMITED File number: NSD 657 of 2011 Judge: EMMETT J Date of judgment: 7 July 2011 Date of hearing: 7 July 2011 Place: Sydney Division: GENERAL DIVISION Category: No catchwords Number of paragraphs: 5 Counsel for the plaintiff: M Oakes SC Solicitor for the plaintiff: Baker & McKenzie IN THE FEDERAL COURT OF AUSTRALIA NEW SOUTH WALES DISTRICT REGISTRY GENERAL DIVISION NSD 657 of 2011 IN THE MATTER OF ISOFT GROUP LIMITED ISOFT GROUP LIMITED JUDGE: EMMETT J DATE OF ORDER: 7 JULY 2011 WHERE MADE: SYDNEY THE COURT ORDERS THAT: 1. A document substantially in the form of the document at Tab 6 of exhibit SMG-4 to the affidavit of Steven Mitchel Glanz sworn on 7 July 2011 (the Supplementary ES) be approved for distribution to iSOFT option holders. 2. By no later than 10 July 2011, the Supplementary ES be sent to each of the iSOFT option holders: 2.1 by prepaid ordinary post (airmail, if outside Australia) to the address in the option holder register; 2.2 by fax, where iSOFT has a fax number for the option holder; and 2.3 by email, where iSOFT has an email address for the option holder; and 2.4 by hand delivery, where the option holder is a current iSOFT employee who is not on leave. 3. The time by which proxy forms in respect of the Options Scheme of Arrangement (as that term is defined in the orders of the Court dated 9 June 2011) must be returned be extended to 11am on Thursday, 14 July 2011. 4. The proceeding remain stood over to 2.15pm on Monday, 18 July 2011 before Emmett J for the hearing of any application to approve the schemes of arrangement the subject of this proceeding. 5. There be liberty to restore on two days' notice. 6. 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. IN THE FEDERAL COURT OF AUSTRALIA NEW SOUTH WALES DISTRICT REGISTRY GENERAL DIVISION NSD 657 of 2011 IN THE MATTER OF ISOFT GROUP LIMITED ISOFT GROUP LIMITED JUDGE: EMMETT J DATE: 7 JULY 2011 PLACE: SYDNEY REASONS FOR JUDGMENT 1 On 9 June 2011, the Court ordered that meetings of members and option holders of iSOFT Group Limited (the Company) be held for the purpose of considering and, if thought fit, agreeing to proposed schemes of arrangement with the Company. The Court approved the sending of an explanatory memorandum to the two groups who were being invited to approve schemes, explaining the schemes' effect. Scheme booklets have been forwarded to the intended recipients, in accordance with the orders made by the Court. However, it has now become apparent that there are two typographical errors in the scheme booklet. 2 The scheme booklet contains a glossary defining various terms. The first error is that, under the phrase Applicable Option Scheme Consideration, the consideration payable to three categories of option holders is described inaccurately, in that it is stated as being 0.1 cents below the actual consideration intended to be provided. 3 The second error is that, in Schedule 1 to the option scheme, the respective considerations payable to two tranches of option holders have been inadvertently transposed. There are four option holders who are within the two tranches. It is intended that the ISFAH tranche will receive consideration of 3.3 cents and that the ISFAK tranche will receive consideration of 1.9 cents. Elsewhere in the scheme booklet, and, in particular, in the report of Lonergan Edwards, which is part of the scheme booklet, the consideration is correctly stated. For more abundant caution, the Company proposes to despatch to option holders a supplementary explanatory statement indicating the errors and correcting them. The proposed form of supplementary explanatory statement is an exhibit to an affidavit sworn by the Company's solicitor. 4 It is proposed that the supplementary explanatory statement be sent to each option holder, including those in tranches unaffected by the error, by various means including pre-paid ordinary post, facsimile communication, email, and hand delivery. In the circumstances, it is also proposed that the time by which proxy forms must be returned in respect of the Options Scheme of Arrangement, as that term is defined in the orders of 9 June 2011, be extended. 5 In all of the circumstances, I consider that the errors are unlikely to have any material effect on the capacity of the recipients of the explanatory memorandum to make an informed judgment. It is therefore appropriate to accede to the Company's request that the proposed supplementary explanatory statement be approved for distribution to option holders. I certify that the preceding five (5) numbered paragraphs are a true copy of the Reasons for Judgment herein of the Honourable Justice Emmett. Associate: Dated: 8 August 2011