Macquarie Equipment Finance Pty Limited v Macquarie Bank Limited [2012] FCA 1212

FEDERAL COURT OF AUSTRALIA

Macquarie Equipment Finance Pty Limited v Macquarie Bank Limited [2012] FCA 1212 Citation: Macquarie Equipment Finance Pty Limited v Macquarie Bank Limited [2012] FCA 1212

Parties: MACQUARIE EQUIPMENT FINANCE PTY LIMITED ACN 124 335 593 v MACQUARIE BANK LIMITED ACN 008 583 542

File number(s): NSD 1583 of 2012

Judge: JAGOT J

Date of judgment: 2 November 2012

Legislation: Corporations Act 2001 (Cth) Corporations Regulations 2001 (Cth)

Cases cited: AGL Energy Services (Queensland) Pty Limited v AGL Energy Services Pty Limited [2010] FCA 452 Royal Victorian Institute for the Blind Ltd v RBS.RVIB.VAF Ltd (2004) 206 ALR 581 ; [2004] FCA 735

Date of hearing: 2 November 2012

Place: Sydney

Division: GENERAL DIVISION

Category: No catchwords

Number of paragraphs: 12

Counsel for the Plaintiff: Mr M Oakes SC

Solicitor for the Plaintiff: Norton Rose

Counsel for the Defendant: The defendant did not appear

IN THE FEDERAL COURT OF AUSTRALIA NEW SOUTH WALES DISTRICT REGISTRY GENERAL DIVISION NSD 1583 of 2012

BETWEEN: MACQUARIE EQUIPMENT FINANCE PTY LIMITED ACN 124 335 593

Plaintiff

AND: MACQUARIE BANK LIMITED ACN 008 583 542

Defendant

JUDGE: JAGOT J DATE OF ORDER: 2 NOVEMBER 2012 WHERE MADE: SYDNEY

THE COURT ORDERS THAT:

1. Pursuant to section 411(1) of the Corporations Act 2001 (Cth) (Act): (a) The Plaintiff, Macquarie Equipment Finance Pty Limited (MEF) convene a meeting (Scheme Meeting) of the sole shareholder in MEF, MTF Holdings Pty Limited (the MEF Member) for the purpose of considering and, if thought fit, approving a scheme of arrangement (with or without modification) proposed to be made between MEF and the MEF Member, the terms of which form part of Exhibit 1 in this proceeding (the Explanatory Statement); (b) The Explanatory Statement be approved for giving to the MEF Member; (c) The Scheme Meeting shall be convened by a notice of meeting, a copy of which forms part of Exhibit 1 (Notice of Meeting), accompanied by a copy of the Explanatory Statement; (d) Service of the Notice of Meeting and Explanatory Statement may be effected by electronic means or by hand delivery to a person who is a proxy, corporate representative appointed under s 250D of the Act, or attorney under power, of the MEF Member at any time before the Scheme Meeting commences; (e) A proxy, appointment of a corporate representative under s 250D of the Act, or power of attorney to act on behalf of the MEF Member may be delivered to the chairperson of the Scheme Meeting at any time up until the vote is cast on a resolution at that meeting; (f) The Scheme Meeting be held on 5 November 2012 at 10:30am and without limiting the operation of s 249S of the Act, the Scheme Meeting may with the consent of the chairperson and the MEF Member be conducted by telephone without either of them being present at the address stipulated in the Notice of Meeting; (g) In the case of the Scheme Meeting, the MEF Member present by proxy, corporate representative appointed under s 250D of the Act, or attorney under power, shall constitute a quorum. (h) James Russell Pysar or failing him, Phillip Daniel Castro act as chairperson of the Scheme Meeting; and (i) The chairperson of the Scheme Meeting have the power to adjourn the Scheme Meeting for such time that the chairperson considers appropriate. 2. Regulations 5.6.12 and 5.6.14 to 5.6.36A of the Corporations Regulations 2011 (Cth) shall not apply to the Scheme Meeting. 3. Notice of the hearing of any application for an order approving the scheme of arrangement be published once in "The Australian" newspaper by an advertisement substantially in the form of "Annexure A" to these Orders, such advertisement to be published on or before 8 November 2012 and MEF be otherwise exempted from compliance with Rule 3.4 of the Federal Court (Corporations) Rules 2000 (Cth). 4. The proceeding be adjourned to 15 November 2012 at 11:00am before Jagot J for hearing of any application to approve the Scheme. 5. These Orders be entered forthwith. Note: Entry of orders is dealt with in Rule 39.32 of the Federal Court Rules 2011. Annexure A Macquarie Equipment Finance Pty Limited (ACN 124 335 593) (MEF) Notice of hearing to approve scheme of arrangement TO all the creditors and members of MEF: TAKE NOTICE that at 11:00am on 15 November 2012, the Federal Court of Australia at Law Courts Building, Queens Square, Sydney, will hear an application by MEF seeking the approval of a member's scheme of arrangement between the abovenamed company and its sole member (the Scheme). The Scheme effects a solvent reconstruction of MEF and provides for: (a) the transfer to Macquarie Bank Limited (ACN 008 583 542) (Transferee Company) of all of the assets of MEF; (b) the transfer to Transferee Company of all of the liabilities, including creditors, of MEF; (c) the continuation by Transferee Company of any legal proceedings pending by or against MEF; and (d) the deregistration of MEF by ASIC without winding up. The application will be heard by the Court if a resolution proposing the Scheme has been passed by the sole member of MEF prior to the Court hearing. If you wish to oppose the approval of the compromise or arrangement, you must file and serve on MEF a notice of appearance, in the prescribed form, together with any affidavit on which you wish to rely at the hearing. The notice of appearance and affidavit must be served on MEF at its address for service at least 1 day before the date fixed for the hearing of the application. The address for service of MEF is: c/o Norton Rose Australia Grosvenor Place, 225 George Street Sydney NSW 2000 (Attention: Tim Woodforde).