Platinum Australia Limited, in the matter of Platinum Australia Limited [2013] FCA 747

FEDERAL COURT OF AUSTRALIA

Platinum Australia Limited, in the matter of Platinum Australia Limited [2013] FCA 747 Citation: Platinum Australia Limited, in the matter of Platinum Australia Limited [2013] FCA 747

Parties: PLATINUM AUSTRALIA LIMITED (ACN 093 417 942)

File number(s): WAD 138 of 2013

Judge(s): SIOPIS J

Date of judgment: 20 June 2013

Date of hearing: 20 June 2013

Place: Perth

Division: GENERAL DIVISION

Category: No Catchwords

Number of paragraphs: 19

Counsel for the Plaintiff: Mr SK Dharmananda SC

Solicitor for the Plaintiff: Clayton Utz

IN THE FEDERAL COURT OF AUSTRALIA WESTERN AUSTRALIA DISTRICT REGISTRY GENERAL DIVISION WAD 138 of 2013

IN THE MATTER OF PLATINUM AUSTRALIA LIMITED (ACN 093 417 942) PLATINUM AUSTRALIA LIMITED (ACN 093 417 942)

Plaintiff

JUDGE: SIOPIS J DATE OF ORDER: 21 JUNE 2013 WHERE MADE: PERTH

THE COURT ORDERS THAT:

1. Pursuant to section 411(1) of the Corporations Act 2001 (Cth) (Act): (a) the plaintiff convene a meeting of the holders of its ordinary shares (Shareholders) (Scheme Meeting) for the purpose of considering, and if thought fit, approving a scheme of arrangement (with or without modification) proposed to be made between the plaintiff and the Shareholders (Scheme), being the scheme substantially in the form set out in Annexure C of the scheme booklet, containing the explanatory statement, in relation to the Scheme which is annexure BAC10 of the affidavit of Brett Anthony Cohen sworn 21 June 2013 (Scheme Booklet); (b) the Scheme Meeting be held at 3.00 pm (AWST) on 30 July 2013 at the Parmelia Hilton Perth, 14 Mill Street, Perth, Western Australia; (c) Peter Donald Allchurch, or failing him, Kevin David O'Sullivan, be chairperson of the Scheme Meeting and report the result of the Scheme Meeting to this Court; and (d) the chairperson appointed to the Scheme Meeting have the power to adjourn the Scheme Meeting in their absolute discretion for such time that the chairperson considers appropriate. 2. Pursuant to section 1319 of the Act, Rule 2.15 of the Federal Court (Corporations) Rules 2000 (Cth) (Corporations Rules) shall not apply to the Scheme Meeting, except in so far as that rule applies regulation 5.6.13 of the Corporations Regulations 2001 (Cth) to the Scheme Meeting. Subject to these Orders (which shall prevail in the event of any inconsistency) and pursuant to section 1319 of the Act, each Scheme Meeting is to be: (a) convened, held and conducted in accordance with the provisions of Part 2G.2 of the 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; and (b) convened using the notice of meeting in the form or to the effect of the notice contained in Annexure 6 of the Scheme Booklet. 3. Pursuant to section 411(1) of the Act, the explanatory statement contained in the Scheme Booklet is approved for distribution to the Shareholders. 4. Subject to registration of the Scheme Booklet with the Australian Securities and Investments Commission (ASIC) pursuant to section 412(6) of the Act, the plaintiff is to despatch, on or before 25 June 2013, a document substantially in the form of the Scheme Booklet, a proxy form, a share election form and a reply-paid envelope addressed to Computershare Investor Services Pty Limited to each Shareholder on the plaintiff's register of members (Register) to the relevant address set out in the Register by: (a) in the case of each Shareholder who has a registered address in Australia, prepaid post; (b) in the case of each Shareholder who has a registered address outside Australia, prepaid airmail or air courier; and (c) in the case of each Shareholder who has nominated an electronic address for the purposes of receiving notification of notices of any meeting from Computershare Investor Services Pty Ltd, by email. 5. Despatch of the documents referred to in paragraph 4 of these Orders in accordance with its terms is to be taken to be sufficient notice of the Scheme Meeting. 6. The time by which the Shareholders must return their proxy forms for the Scheme Meeting is 3.00 pm (Perth time) on 28 July 2013. 7. All voting at the Scheme Meeting be by poll to be declared by the chairperson. 8. If the matter is relisted, the plaintiff is to give notice of the hearing of the application pursuant to section 411(4) of the Act and that notice of the hearing of an application pursuant to subsection 411(4)(b) of the Act for orders approving the Scheme 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 24 July 2013 and the plaintiff be otherwise exempted from compliance with the requirement to publish such notice following the Scheme Meeting and prior to the second court hearing for approval of the Scheme pursuant to Rule 3.4 of the Corporations Rules. 9. The proceeding be adjourned to 2.15 pm on 31 July 2013 for the hearing of any application to approve the Scheme. Annexure A Platinum Australia Limited (Subject to deed of company arrangement) Notice of Hearing to Approve Scheme of Arrangement pursuant to section 411 of the Corporations Act 2001 (Cth) To all members of Platinum Australia Limited ACN 055 719 394 (Subject to deed of company arrangement) (PLA) TAKE NOTICE that at 2.15 pm on 31 July 2013, the Federal Court of Australia at Peter Durack Commonwealth Law Courts Building, 1 Victoria Avenue, Perth WA 6000 will hear an application by PLA seeking the approval of the arrangement between PLA and its ordinary shareholders, if agreed to by a meeting of ordinary shareholders to be held at the Parmelia Hilton Perth, 14 Mill Street, Perth, Western Australia at 3.00 pm (AWST) on 30 July 2013. If you wish to oppose the approval of the above arrangements, you must file and serve on PLA a notice of appearance, in the prescribed form, together with any affidavit which you wish to rely on at the hearing. The notice of appearance and affidavit must be served on PLA at its address for service by no later than one day before the Second Court Date. The address for service of PLA is c/- Clayton Utz, Level 27, QV.1 Building, 250 St Georges Terrace, Perth WA 6000 (Reference: Cameron Belyea) Facsimile: 08 9481 3095 Email: cbelyea@claytonutz.com A copy of the Scheme Booklet is available at www.platinumaus.com.au Note: Entry of orders is dealt with in Rule 39.32 of the Federal Court Rules 2011.