Clough Limited, in the matter of Clough Limited [2013] FCA 1149

FEDERAL COURT OF AUSTRALIA

Clough Limited, in the matter of Clough Limited [2013] FCA 1149 Citation: Clough Limited, in the matter of Clough Limited [2013] FCA 1149

Parties: CLOUGH LIMITED (ABN 59 008 678 813)

File number(s): WAD 373 of 2013

Judge(s): SIOPIS J

Date of judgment: 11 October 2013

Catchwords: CORPORATIONS – application for the convening of a meeting of members to approve entry into a scheme of arrangement.

Legislation: Corporations Act 2001 (Cth) ss 208, 411(1), 260A

Date of hearing: 11 October 2013

Place: Perth

Division: GENERAL DIVISION

Category: Catchwords

Number of paragraphs: 18

Counsel for the Plaintiff: Mr Leigh Warnick

Solicitor for the Plaintiff: Ashurst Australia

IN THE FEDERAL COURT OF AUSTRALIA WESTERN AUSTRALIA DISTRICT REGISTRY GENERAL DIVISION WAD 373 of 2013

IN THE MATTER OF CLOUGH LIMITED (ABN 59 008 678 813) CLOUGH LIMITED (ABN 59 008 678 813)

Plaintiff

JUDGE: SIOPIS J DATE OF ORDER: 11 OCTOBER 2013 WHERE MADE: PERTH

THE COURT ORDERS THAT:

1. A meeting ("Scheme Meeting") of holders of fully paid ordinary shares in the capital of the Plaintiff other than Excluded Shareholders (as that term is defined in the scheme of arrangement) ("Shareholders") be convened, to be held in Perth, Western Australia on or about 15 November 2013 or such other date as the Court may approve for the purpose of considering and, if thought fit, approving, with or without modifications, the scheme of arrangement ("Scheme") between the Plaintiff and its Shareholders, as set out in annexure "RVR-21" of the affidavit of Mr Rajiv Virendra Ratneser, sworn 3 October 2013. 2. The explanatory statement in relation to the Scheme, as required by section 412(1)(a) of the Corporations Act 2001 (Cth) ("Act") and set out in the scheme booklet which forms annexure "RVR-31" to the supplementary affidavit of Rajiv Virendra Ratneser sworn on 10 October 2013 (the "Scheme Booklet"), is approved. 3. Subject to these orders, the Scheme Meeting is to be: (i) 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; (ii) convened, held and conducted pursuant to section 1319 of the Act, on the basis that Corporations Regulations 2001 (Cth) 5.6.12 and 5.6.14 to 5.6.36A do not apply to the meeting; and (iii) convened using the notice of meeting in the form or to the effect of the notice contained in Annexure E of the Scheme Booklet. 4. Mr Keith Spence or, failing him, Mr David Crawford is to act as chairperson of the Scheme Meeting ("Chairperson") and report the result of the Scheme Meeting to this Court. 5. The Chairperson may adjourn the Scheme Meeting in his discretion. 6. 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. 7. Subject to registration of the Scheme Booklet by the Australian Securities and Investments Commission pursuant to section 412(6) of the Act, the Plaintiff is to dispatch the Scheme Booklet to the Shareholders who appear on the register of members as at 5pm on 11 October 2013 by ordinary pre-paid post (or by airmail to overseas Shareholders) on or before 16 October 2013. 8. The matter be relisted on 20 November 2013 for such application as may be appropriate following the Scheme Meeting. 9. If the matter is relisted for hearing of the application, pursuant to section 411(4)(b) of the Act for orders approving the Scheme, the Plaintiff is to give notice of the hearing by publishing an advertisement in the public notices column of "The Australian" and "The West Australian" substantially in the form of Annexure "A" to the originating process, filed 4 October 2013, such advertisement to be published at least four days before any date allocated for the hearing and the Plaintiff otherwise be exempted from compliance with rule 3.4(3) 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.