Macquarie Equipment Finance Pty Limited v Macquarie Bank Limited (No 2) [2012] FCA 1288

FEDERAL COURT OF AUSTRALIA

Macquarie Equipment Finance Pty Limited v Macquarie Bank Limited (No 2) [2012] FCA 1288 Citation: Macquarie Equipment Finance Pty Limited v Macquarie Bank Limited (No 2) [2012] FCA 1288

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: 15 November 2012

Legislation: Corporations Act 2001 (Cth)

Date of hearing: 15 November 2012

Place: Sydney

Division: GENERAL DIVISION

Category: No catchwords

Number of paragraphs: 6

Counsel for the Plaintiff: Mr M Oakes SC

Solicitor for the Plaintiff: Norton Rose Australia

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: 15 NOVEMBER 2012 WHERE MADE: SYDNEY

THE COURT ORDERS THAT:

1. Pursuant to subsection 411(4)(b) of the Corporations Act 2001 (Cth) (Act), the Scheme of Arrangement between Macquarie Equipment Finance Pty Limited ACN 124 335 593 (MEF) and MTF Holdings Pty Limited, being in the form of Exhibit 2 in the proceeding (the Scheme), be approved. 2. MEF lodge with the Australian Securities and Investments Commission (ASIC) a copy of the approved Scheme at the time of lodging a copy of these orders. 3. Pursuant to subsection 411(12) of the Act, MEF be exempted from complying with subsection 411(11) of the Act in respect of the Scheme. 4. Pursuant to section 413(1) of the Act (and using the definitions in the Scheme), as from the Implementation Time, each of the following transactions will occur, in relation to the Scheme, in the order set out below: (a) first, all of the Assets of MEF will be transferred to and become the Assets of Macquarie Bank Limited ACN 008 583 542 (MBL) without the need for any further act or deed; (b) second, all of the Liabilities of MEF will be transferred to and become the Liabilities of MBL without the need for any further act or deed; (c) third, any legal proceedings pending by or against MEF will be continued by or against (as the case may be) MBL without the need for any further act or deed, other than an amendment of the record of the relevant court or tribunal; and (d) fourth, MEF will be deregistered by ASIC without winding up. 5. Pursuant to section 413(1)(g) of the Act, as from the Implementation Time (as defined in the Scheme), MBL, each of its directors and duly authorised signatories from time to time, may sign all documents and do all things required to be done by MEF to complete or perfect the transfer of the Assets and Liabilities of MEF provided for in these Orders, whether by lodgement, registration, notification or otherwise. 6. Liberty be preserved to any party to apply for any further orders as may be considered necessary or desirable under section 413 of the Act. 7. These Orders be entered forthwith. Note: Entry of orders is dealt with in Rule 39.32 of the Federal Court Rules 2011.