Federal Court of Australia
FEDERAL COURT OF AUSTRALIA
PR Finance Group Limited, in the matter of PR Finance Group Limited [2013] FCA 504 Citation: PR Finance Group Limited, in the matter of PR Finance Group Limited [2013] FCA 504
Parties: PR FINANCE GROUP LIMITED ACN 109 299 390
File number: NSD 673 of 2013
Judge: FARRELL J
Date of judgment: 27 May 2013
Catchwords: CORPORATIONS – scheme of arrangement – content of explanatory statement – financial distress – not fair but reasonable
Legislation: Corporations Act 2001 (Cth) s 411 Corporations Regulations 2001 (Cth) schedule 8
Cases cited: Re APN News & Media Ltd (2007) 62 ACSR 400 Macquarie Private Capital A Limited (2008) 26 ACLC 366 Sovereign Life Assurance Company v Dodd [1892] 2 QB 573
Date of hearing: 13 May 2013
Place: Sydney
Division: GENERAL DIVISION
Category: Catchwords
Number of paragraphs: 53
Counsel for the Plaintiff: Mr M Oakes SC
Solicitor for the Plaintiff: McCullough Robertson Lawyers
IN THE FEDERAL COURT OF AUSTRALIA NEW SOUTH WALES DISTRICT REGISTRY GENERAL DIVISION NSD 673 of 2013
IN THE MATTER OF PR FINANCE GROUP LIMITED ACN 109 299 390 PR FINANCE GROUP LIMITED ACN 109 299 390
Plaintiff
JUDGE: FARRELL J DATE OF ORDER: 13 MAY 2013 WHERE MADE: SYDNEY
THE COURT ORDERS THAT:
1. Pursuant to subsection 411(1) of the Corporations Act 2001 (Cth) (Act), the Plaintiff convene a meeting of its members (Scheme Meeting), for the purpose of considering and, if thought fit, agreeing (with or without modification) to a scheme of arrangement proposed between the Plaintiff and its members (Scheme) being the scheme of arrangement set forth in Annexure D of the explanatory statement in relation to the Scheme, which is Exhibit 1 in the proceeding (Scheme Booklet)): 2. The Scheme Meeting be held on 14 June 2013 at the offices of the Plaintiff, Suite 10, 10 Cloyne Road, Southport, Queensland 4215, commencing at 8.30 am. 3. Pursuant to subsection 411(1) of the Act, the Scheme Booklet be approved for distribution to the members of the Plaintiff. 4. The Scheme Booklet to be dispatched to members of the Plaintiff be in the form, or to the effect of, that which is Exhibit 1, and may be effected by electronic means or by pre-paid post. 5. Ronald Francis Tong or, in his absence, Peter Elfyd Llewellyn, act as Chairperson of the Scheme Meeting. 6. Except for procedural motions, all voting at the Scheme Meeting be by poll as declared by the Chairperson. 7. The Chairperson of the Scheme Meeting has the power to adjourn such meeting in his absolute discretion. 8. Regulations 5.6.12, and 5.6.14 to 5.6.36A, Corporations Regulations 2001 (Cth) shall not apply to the Scheme Meeting. 9. The Plaintiff publish a notice of hearing of any application to approve the Scheme on or before Friday, 7 June 2013, in The Australian newspaper by an advertisement substantially in the form of Annexure A to these Orders, and the Plaintiff shall otherwise be exempted from compliance with Rule 3.4(3)(b) Federal Court (Corporations) Rules 2000 (Cth). 10. The proceeding be stood over to 10.15 am on Tuesday, 18 June 2013 before Jacobson J for the hearing of any application to approve the scheme of arrangement. 11. Liberty to apply on two days notice. 12. These orders be entered forthwith. Note: Entry of Orders is dealt with in Rule 39.32 of the Federal Court Rules (2011). IN THE FEDERAL COURT OF AUSTRALIA NEW SOUTH WALES DISTRICT REGISTRY GENERAL DIVISION NSD 673 of 2013
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