Ebooks Corporation Limited; in the matter of EBooks Corporation Limited [2013] FCA 305

FEDERAL COURT OF AUSTRALIA

Ebooks Corporation Limited, in the matter of EBooks Corporation Limited [2013] FCA 305 Citation: Ebooks Corporation Limited, in the matter of EBooks Corporation Limited [2013] FCA 305

Parties: EBOOKS CORPORATION LIMITED (ACN 079 690 679)

File number: WAD 63 of 2013

Judges: BARKER J

Date of judgment: 2 April 2013

Catchwords: CORPORATIONS – scheme of arrangement – application for order that company convene meeting

Legislation: Corporations Act 2001 (Cth) s 411

Date of hearing: 2 April 2013

Place: Perth

Division: GENERAL DIVISION

Category: Catchwords

Number of paragraphs: 43

Counsel for the Plaintiff: Mr P van Hattem SC

Solicitor for the Plaintiff: Norton Rose Australia

IN THE FEDERAL COURT OF AUSTRALIA WESTERN AUSTRALIA DISTRICT REGISTRY GENERAL DIVISION WAD 63 of 2013

IN THE MATTER OF EBOOKS CORPORATION LIMITED EBOOKS CORPORATION LIMITED (ACN 079 690 679)

Plaintiff

JUDGE: BARKER J DATE OF ORDER: 2 APRIL 2013 WHERE MADE: PERTH

THE COURT ORDERS THAT:

1. Pursuant to subsection 411(1) of the Corporations Act 2001 (Act) the Plaintiff, Ebooks Corporation Limited (Ebooks), convene a meeting (Scheme Meeting) of its shareholders (Ebooks Shareholders) for the purpose of considering, and if thought fit, agreeing (with or without modification) to a scheme of arrangement between Ebooks and the Ebooks Shareholders (Scheme) substantially in the form contained in the explanatory statement in relation to the Scheme at Exhibit 1 (Scheme Booklet), which is approved as the explanatory statement required by section 412(1)(a) of the Act. 2. The Scheme Meeting be held on 29 April 2013 at 10:00am at the offices of Norton Rose, Level 39, 108 St Georges Terrace, Perth. 3. Kevin Shaun Gibson or failing him, Stephen James Cole act as Chairperson of the Scheme Meeting. 4. The Scheme Meeting be convened by sending to each Ebooks Shareholder by 5:00pm on 5 April 2013 by ordinary pre-paid post and, in respect of any shareholder who has as their registered address in the Plantiff's register of members, an address outside of Australia, by pre-paid airmail post or air courier: (a) a document substantially in the form of the Scheme Booklet, which contains among other things the notices of the general meeting (General Meeting) at the Scheme Meeting (which is to take place immediately after the General Meeting) at Annexures C and D of the Scheme Booklet; (b) a proxy form in respect of the General Meeting and the Scheme Meeting substantially in the form of Annexure A to this Order; (c) a request form in respect of the Ebooks Shareholders' (other than Ebooks Shareholders resident outside of Australia or the United Kingdom) election to receive their scheme consideration as a mixture of cash and shares in Ebooks.com Limited (currently a wholly owned subsidiary of Ebooks); and (d) two return addressed envelopes, reply paid to facilitate the return of the proxy forms and the request form referred to in paragraphs (a) and (b) of this Order. 5. The Chairperson appointed to the Scheme Meeting have power to adjourn the Scheme Meeting in his absolute discretion. 6. For the purposes of voting at the Scheme Meeting and the General Meeting, shares in the Plaintiff will be taken to be held by the persons who appear as the registered holders of the shares in the Plaintiff's register of members as at 10:00am on 27 April 2013. 7. All voting at the Scheme Meeting be by poll as declared by the Chairperson, except for procedural motions. 8. Pursuant to section 411(1) of the Act, the Scheme Booklet be approved for distribution to Ebooks Shareholders. 9. Other than regulation 5.6.13 of the Corporations Regulations 2001 (Cth), regulations 5.6.11 to 5.6.36A of the Corporations Regulations shall not apply to the Scheme Meeting. 10. Notice of the hearing of an application pursuant to section 411(4)(b) of the Act for orders approving the Scheme be published by an advertisement substantially in the form of Annexure "B" to this order, such advertisement to be published on or before 27 April 2013 on the Australian Securities and Investments Commission website, and that Ebooks otherwise be exempted from compliance with rule 3.4 of the Rules. 11. The Originating Process filed 6 March 2013 be adjourned to 3 May 2013 at 9:45am. 12. There be liberty to apply. Date that entry is stamped: Deputy District Registrar Note: Entry of orders is dealt with in Rule 39.32 of the Federal Court Rules 2011. Annexure A Annexure B