Neo Resources Ltd, in the matter of Neo Resources Ltd [2013] FCA 756

FEDERAL COURT OF AUSTRALIA

Neo Resources Ltd, in the matter of Neo Resources Ltd [2013] FCA 756 Citation: Neo Resource Ltd, in the matter of Neo Resources Ltd [2013] FCA 756

Parties: NEO RESOURCES LTD (ACN 007 708 429)

File number: WAD 223 of 2013

Judge: BARKER J

Date of judgment: 16 July 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: 16 July 2013

Place: Perth

Division: GENERAL DIVISION

Category: Catchwords

Number of paragraphs: 23

Counsel for the Plaintiff Mr M Feutrill

Solicitor for the Plaintiff Steinepreis Paganin

IN THE FEDERAL COURT OF AUSTRALIA WESTERN AUSTRALIA DISTRICT REGISTRY GENERAL DIVISION WAD 223 of 2013

IN THE MATTER OF NEO RESOURCES LTD (ACN 007 708 429) NEO RESOURCES LTD (ACN 007 708 429)

Plaintiff

JUDGE: BARKER J DATE OF ORDER: 16 JULY 2013 WHERE MADE: PERTH

THE COURT ORDERS THAT:

1. The plaintiff convene a meeting of holders of fully paid ordinary shares in the capital of the plaintiff (Neo Shareholders), to be held in Perth, Western Australia on or about 19 August 2013 or such other date as the Court may approve (Scheme Meeting) for the purpose of considering and, if thought fit, approving, with or without modifications, the Scheme which is Appendix 2 to the draft scheme booklet and explanatory statement, being Annexure "PPT-1" to the affidavit of Peter Patrick Torre sworn 2 July 2013 and filed herein (Scheme Booklet). 2. Subject to these orders, the Scheme Meeting is to be: (a) convened, held and conducted in accordance with the provisions of Part 2G.2 of the Corporations Act 2001 (Cth) 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 section 1319 of the Corporations Act 2001 (Cth), 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 meeting; and (c) convened using the notice of meeting in the form or to the effect of the notice contained in Appendix 4 of the Scheme Booklet. 3. Mr Peter Patrick Torre or, failing him, Mr Jonathan Heath Stuart Murray is to be appointed to act as chairperson of the Scheme Meeting (Chairperson) and report the result of the Scheme Meeting to this Court. 4. The Chairperson can adjourn the Scheme Meeting in his discretion. 5. 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. 6. Voting on the resolution to approve the Scheme is to be conducted by way of poll. 7. The Scheme Booklet, which contains an explanatory statement required by section 412(1)(a) of the Corporations Act 2001 (Cth), subject to adopting the amendments set out in annexure "AMD-7" to the affidavit on Ms Annette Della-Vedova sworn 16 July 2013, be and is approved. 8. Subject to registration of the Scheme Booklet with the Australian Securities and Investments Commission (ASIC) pursuant to section 412(6) of the Corporations Act 2001 (Cth), the plaintiff is to dispatch the Scheme Booklet, substantially in the form approved under order 7 above, to the Shareholders who appear on the register of members no later than 16 July 2013 by ordinary pre-paid post (or by airmail to overseas Shareholders) on or before 19 July 2013 and dispatch on or before such date is to be taken to be sufficient notice of the meeting. 9. The matter is to be relisted on 29 August 2013 at 10.15am for such application as appropriate following the Scheme Meeting. 10. If the matter is relisted, the Plaintiff is to give notice of the hearing of the application pursuant to section 411(4)(b) of the Corporations Act 2001 (Cth) for orders approving the Scheme by publishing an advertisement in the public notices column of "The Australian" and "The West Australian" newspapers substantially in accordance with Form 6 of the Federal Court (Corporations) Rules 2000 (Cth), such advertisement to be published at least five days before any date allocated for the hearing and the Plaintiff otherwise be exempted from compliance with rule 3.4 of the Federal Court (Corporations) Rules 2000 (Cth). Note: Entry of orders is dealt with in Rule 39.32 of the Federal Court Rules 2011.