Premium Investors Limited, in the matter of Premium Investors Limited [2012] FCA 1211

FEDERAL COURT OF AUSTRALIA

Premium Investors Limited, in the matter of Premium Investors Limited [2012] FCA 1211 Citation: Premium Investors Limited, in the matter of Premium Investors Limited [2012] FCA 1211

Parties: PREMIUM INVESTORS LIMITED ACN 106 259 885

File number(s): NSD 1645 of 2012

Judge: JAGOT J

Date of judgment: 31 October 2012

Legislation: Corporations Act 2001 (Cth)

Date of hearing: 31 October 2012

Place: Sydney

Division: GENERAL DIVISION

Category: No catchwords

Number of paragraphs: 9

Counsel for the Plaintiff: Mr F Gleeson SC

Counsel for the Plaintiff: Corrs Chambers Westgarth

IN THE FEDERAL COURT OF AUSTRALIA NEW SOUTH WALES DISTRICT REGISTRY GENERAL DIVISION NSD 1645 of 2012

IN THE MATTER OF PREMIUM INVESTORS LIMITED ACN 106 259 885 PREMIUM INVESTORS LIMITED ACN 106 259 885

Plaintiff

JUDGE: JAGOT J DATE OF ORDER: 31 OCTOBER 2012 WHERE MADE: SYDNEY

THE COURT ORDERS THAT:

1. Pursuant to subsection 411(1) of the Corporations Act 2001 (Cth) (Corporations Act): (a) the Plaintiff, Premium Investors Limited (ACN 106 259 885) (Premium), convene a meeting (Scheme Meeting) of the holders of ordinary shares in Premium, other than Excluded Shareholders (Premium Shareholders) for the purpose of considering and, if thought fit, agreeing (with or without modification) to a scheme of arrangement proposed to be made between Premium and Premium Shareholders (Scheme), being the scheme substantially in the form of the draft contained in Annexure D to the scheme booklet which is Exhibit "1" in these proceedings (Scheme Booklet); (b) the Scheme Meeting be held at 10.30am on 10 December 2012, at the offices of Computershare Investor Services Pty Ltd, Level 4, 60 Carrington Street, Sydney NSW; (c) the Chairperson of the Scheme Meeting be Lindsay Robert Mann and in his absence Wilfrid Thomas Collins; (d) the Chairperson appointed to the Scheme Meeting has the power to adjourn the Scheme Meeting in his absolute discretion; (e) all voting at the Scheme Meeting be by poll as declared by the Chairperson; (f) the explanatory statement in the Scheme Booklet for the Scheme be approved for distribution to Premium Shareholders. 2. By 8 November 2012, there be dispatched to each Premium Shareholder who in accordance with the Corporations Act has consented to receiving shareholder communications electronically: (a) an email substantially in the form of Annexure A to these orders to the nominated email address of the Premium Shareholder; and (b) an election form substantially in the form of the document at tab 12 of exhibit LRM-1 (Election Form) and a reply paid (for use in Australia only) envelope addressed to Computershare Investor Services Pty Ltd (Reply Paid Envelope) for the return of the Election Form, in the case of each such Premium Shareholder who has a registered address in Australia, by prepaid post and, in the case of each such Premium Shareholder who has a registered address outside of Australia, by prepaid air mail or air courier, and in each case addressed to the relevant address set out in the Premium register of members. 3. It shall not be necessary for the Scheme Booklet including the Notice of Meeting and a proxy form substantially in the form of the document at tab 11 of exhibit LRM-1 (Proxy Form) to be delivered personally or dispatched by prepaid post or other means to a Premium Shareholder referred to in paragraph 2 of these Orders. 4. By 8 November 2012, there be dispatched to each Premium Shareholder who has a registered address outside Australia (other than a Premium Shareholder referred to in paragraph 2 of these Orders): (a) a document substantially in the form of the Scheme Booklet; (b) a Proxy Form; (c) an Election Form; and (d) a Reply Paid Envelope for the return of the Proxy Form and Election Form, by prepaid air mail or air courier addressed to the relevant address set out in the Premium register of members; 5. Notice of the hearing of any application for an order approving the Scheme be published once in "The Australian" newspaper, by an advertisement substantially in the form of "Annexure B" to these Orders, on or before 3 December 2012 and Premium shall otherwise be exempted from compliance with Rule 3.4(3)(a) of the Federal Court (Corporations) Rules 2000 (Cth); and 6. Rule 2.15 of the Federal Court (Corporations) Rules 2000 shall not apply to the Scheme Meeting except insofar as that rule applies regulation 5.6.13 of the Corporations Regulations 2001. 7. The documents in tabs 1 and 2 of Confidential Exhibit LRM-2 to the affidavit of Lindsay Robert Mann affirmed 29 October 2012 to be treated as confidential and may only be used for the purposes of the Proceeding. Access to these documents be limited to the following persons: (a) any legal representatives of the plaintiff; (b) any judge, employee or other personnel of this Court; and (c) any person associated with the recording transcript at any hearing in the Proceeding. 8. The proceedings be stood over to 9.30am on 12 December 2012 before Justice Jagot for the hearing of any application to approve the Scheme. 9. Grant liberty to the plaintiff to apply. 10. These orders be entered forthwith. In these orders, "Excluded Shareholders" are WAM Capital Limited (WAM) and RBC Investor Services Limited as custodian for WAM. Note: Entry of orders is dealt with in Rule 39.32 of the Federal Court Rules 2011. Annexure A Premium Investors Limited ABN 47 106 259 885 Dear Premium Shareholder, Notice of Scheme Meeting The Scheme Meeting of Premium Investors Limited will be held at 10.30am (Sydney time) on Monday 10 December 2012, at the following address: Computershare Investor Services Pty Limited, Level 4, 60 Carrington Street, Sydney How to Vote To lodge your vote, please click on the 'vote here' link below. This will take you to our online voting service, InvestorVote. vote here OR copy and paste the following web address into your browser. https;………………………………. Investor Documents The following shareholder documents can be viewed through the online voting service: › Notice of Scheme Meeting › Scheme Booklet Election Form You can choose the combination of Scrip Consideration and Cash Consideration you wish to receive by using the Election Form which is being mailed to you separately. Please note that if you do not return a validly completed Election Form by the due date in the manner set out below, you will receive 100% Scrip Consideration. Yours Sincerely, Reema Ramswarup Company Secretary Premium Investors limited Limited Note that votes submitted through this site must be received by 10.30am (Sydney time) on Saturday 8 December 2012. Election Forms must be returned by mail or fax so they are received before 7.00pm (Sydney time) on Thursday 13 December 2012. You have received this message because you have elected to receive electronic shareholder communications. If you no longer want to receive electronic messages from us, unsubscribe here by entering your details and then updating your communication elections. Please do not reply to this email as it is an unattended mailbox. If you have received this email in error, report your complaint here.