Centrebet International Limited; in the matter of Centrebet International Limited (No 2) [2011] FCA 1098

FEDERAL COURT OF AUSTRALIA

Centrebet International Limited; in the matter of Centrebet International Limited (No 2) [2011] FCA 1098 Citation: Centrebet International Limited; in the matter of Centrebet International Limited (No 2) [2011] FCA 1098

Parties: CENTREBET INTERNATIONAL LIMITED ACN 066 441 067

File number(s): NSD 1048 of 2011

Judge: JACOBSON J

Date of judgment: 22 August 2011

Legislation: Corporations Act 2001 (Cth), s 411

Cases cited: Centrebet International Limited, in the matter of Centrebet International Limited [2011] FCA 870 Professional Investment Holdings Limited, in the matter of Professional Investment Holdings Limited (No 2) [2010] FCA 1336

Date of hearing: 22 August 2011

Place: Sydney

Division: GENERAL DIVISION

Category: No Catchwords

Number of paragraphs: 6

Counsel for the Plaintiff: Mr M Oakes SC

IN THE FEDERAL COURT OF AUSTRALIA NEW SOUTH WALES DISTRICT REGISTRY GENERAL DIVISION NSD 1048 of 2011

IN THE MATTER OF CENTREBET INTERNATIONAL LIMITED ACN 066 441 067 CENTREBET INTERNATIONAL LIMITED ACN 066 441 067

Plaintiff

JUDGE: JACOBSON J DATE OF ORDER: 22 AUGUST 2011 WHERE MADE: SYDNEY

THE COURT ORDERS THAT:

1. Pursuant to s 411(4)(b) and (6) of the Corporations Act 2001 ("Act"): (a) the scheme of arrangement between the Plaintiff, Centrebet International Limited ("Centrebet") and its shareholders ("Share Scheme"), being in the form of the Share Scheme contained in Annexure B of the Scheme Booklet which was registered with the Australian Securities & Investments Commission ("ASIC") on 13 July 2011 and assigned document number 023747732 ("Scheme Booklet"), be approved subject to the following alterations to the Share Scheme: (i) changing the number of Performance Rights on issue from 3,742,903 to 3,740,643 in paragraph (ii) of Recital C on page 1; (ii) inserting the word "and" after subparagraph (b)(ii) of Recital E on page 1; (iii) inserting a full stop at the end of the definition of "Schemes" on page 4; (iv) deleting the parentheses around the ACN in the definition of "SubCo" on page 4; and (v) deleting the word "the" appearing before the word "subject" in clause 3.2(b); so that the Share Scheme as altered and approved is in the form of Exhibit 2 in the proceeding; and (b) the scheme of arrangement between Centrebet and its performance rightholders ("Performance Right Scheme"), being in the form of the Performance Right Scheme contained in Annexure C of the Scheme Booklet, be approved subject to the following alterations to the Performance Right Scheme: (i) changing the number of Performance Rights on issue from 3,742,903 to 3,740,643 in paragraph (b) of Recital C on page 1; (ii) inserting the word "and" after subparagraph (b)(ii) of Recital E on page 1; (iii) inserting a full stop at the end of the definition of "Schemes" on page 4; (iv) deleting the parentheses around the ACN in the definition of "SubCo" on page 4; (v) deleting the word "the" appearing before the word "subject" in clause 3.2(b); and (vi) deleting the second colon appearing after the words "Performance Right Scheme Participant" in clause 4(a), so that the Performance Right Scheme as altered and approved is in the form of Exhibit 3 in the proceeding. 2. The Plaintiff lodge with ASIC a copy of the approved Share Scheme in the form of Exhibit 2 in the proceeding, and the approved Performance Right Scheme in the form of Exhibit 3 in the proceeding, at the time of lodging a copy of these Orders. 3. Pursuant to s 411(12) of the Act, Centrebet be exempted from compliance with s 411(11) of the Act. 4. These orders be entered forthwith. Note: Settlement and entry of orders is dealt with in Rule 39.32 of the Federal Court Rules 2011.