ISS Group Limited, in the matter of ISS Group Limited [2013] FCA 630

FEDERAL COURT OF AUSTRALIA

ISS Group Limited, in the matter of ISS Group Limited [2013] FCA 630 Citation: ISS Group Limited, in the matter of ISS Group Limited [2013] FCA 630

Parties: ISS GROUP LIMITED ABN 27 109 443 852

File number: WAD 171 of 2013

Judge: BARKER J

Date of judgment: 20 June 2013

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

Legislation: Corporations Act 2001 (Cth) s 411(1), s 411(2)

Date of hearing: 20 June 2013

Place: Perth

Division: GENERAL DIVISION

Category: Catchwords

Number of paragraphs: 22

Counsel for the Plaintiff Mr A Papamatheos

Solicitor for the Plaintiff Steinepreis Paganin

IN THE FEDERAL COURT OF AUSTRALIA WESTERN AUSTRALIA DISTRICT REGISTRY GENERAL DIVISION WAD 171 of 2013

IN THE MATTER OF ISS GROUP LIMITED ABN 27 109 443 852 ISS GROUP LIMITED ABN 27 109 443 852

Plaintiff

JUDGE: BARKER J DATE OF ORDER: 20 JUNE 2013 WHERE MADE: PERTH

THE COURT ORDERS THAT:

1. Pursuant to s 411 of the Corporations Act 2001 (Cth) (Corporations Act), the plaintiff convene a meeting of holders of fully paid ordinary shares in the capital of the plaintiff (shareholders) to be held in Perth, Western Australia on 24 July 2013 at 11:00am (Perth time) or on such other date and such other time as the Court may approve (scheme meeting) for the purpose of considering and if thought fit, approving with or without modifications, the scheme of arrangement proposed between the plaintiff and its shareholders (scheme), being the document behind Tab 3 to exhibit RP-1 to the affidavit of Richard Pang sworn on 5 June 2013. 2. The scheme booklet which contains an explanatory statement required by s 412(1)(a) of the Corporations Act and being the document behind Tab 5 to exhibit RP-1 to the affidavit of Richard Pang sworn on 5 June 2013 and including the notice of scheme meeting being the document annexed as Annexure "PCW-5" to the affidavit of Peter Wall sworn on 20 June 2013, be and is approved, subject to: (a) correction of any minor typographical or grammatical errors and the date of the second hearing as provided for in order 9 below; (b) any minor amendments required or approved by the Australian Securities and Investments Commission (ASIC) for registration under s 412(6) of the Corporations Act; and (c) adopting the marked-up amendments contained in Annexure "PCW-9" to the affidavit of Peter Wall sworn on 20 June 2013. 3. Subject to registration of the scheme booklet pursuant to s 412(6) of the Corporations Act, the plaintiff is to dispatch, on or before 24 June 2013 or such other date as directed by the Court, a document substantially in the form of the scheme booklet (as amended in order 2 above) to the shareholders who appear on the register of members as at 5:00pm (Perth time) on 20 June 2013 by ordinary post (or by airmail to overseas holders) or by fax or e-mail (provided a fax number or e-mail address has been nominated by the holder). 4. Subject to these orders, the scheme meeting is to be (so far as practicable): (a) convened, held and conducted in accordance with the provisions of Part 2G.2 of the Corporations Act that apply to members of a company and the provisions of the plaintiff's constitution that are not inconsistent therewith and that apply to meetings of members; (b) convened, held and conducted pursuant to s 1319 of the Corporations Act, on the basis that regulations 5.6.11 to 5.6.12 and 5.6.13A to 5.6.36A of the Corporations Regulations 2001 (Cth) do not apply to the scheme meeting; and (c) convened using the notice of meeting substantially in the form of the notice annexed as Annexure "PCW-5" to the affidavit of Peter Wall sworn on 20 June 2013 and filed herein. 5. Evan Cross or, failing him, Richard Pang is to be appointed to act as chairperson of the scheme meeting and report the result of the scheme meeting to this Court. 6. The chairperson can adjourn the scheme meeting in his discretion. 7. Two shareholders present in person or by proxy, corporate representative or attorney under power and entitled to vote shall constitute a quorum for the scheme meeting. 8. Voting on the resolution to approve the scheme at the scheme meeting is to be conducted by way of poll. 9. The matter may be relisted on 26 July 2013 at 2:15pm for such application as appropriate following the scheme meeting. 10. If the matter is relisted, then the plaintiff is to give notice of the hearing of the application pursuant to s 411(4) of the Corporations Act and that notice: (a) is to be published once in each of "The Australian" and "The West Australian" newspapers; and (b) is to be by an advertisement substantially in the form of "Annexure A" to these orders, such advertisement to be published at least 5 days before the date fixed for the hearing. 11. The scheme and scheme booklet be confidential to the plaintiff on the Court file until the explanatory statement in the scheme booklet has been registered with the ASIC in accordance with s 412(6) of the Corporations Act. 12. The plaintiff, the ASIC and any interested party has liberty to apply to relist the matter on 24 hours' written notice. Note: Entry of orders is dealt with in Rule 39.32 of the Federal Court Rules 2011. Annexure A ISS Group Limited (ABN 27 109 443 852) Notice of hearing to approve compromise or arrangement TO all the creditors and members of ISS Group Limited ABN 27 109 443 852 (ISS). TAKE NOTICE that at 2:15pm (Perth time) on 26 July 2013 the Federal Court of Australia at [insert court room] (situated at the Commonwealth Law Courts Building, 1 Victoria Avenue, Perth) will hear an application by ISS seeking the approval of an arrangement between ISS and its members, if agreed to by resolution to be considered by the members of ISS at a meeting of such members to be held on 24 July 2013 at Suite 1, 40 Hasler Road, Osborne Park, Western Australia 6017 at 11.00am (Perth time). If you wish to oppose the approval of the arrangement, you must file and serve on ISS 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 ISS at its address for service at least 1 day before the date fixed for the hearing of the application. The address for service on ISS is, c/o Steinepreis Paganin, Level 4, The Read Buildings, 16 Milligan Street, Perth, Western Australia 6000 (Reference: David Naoum/Peter Wall). Richard Pang Managing Director ISS Group Limited