Perilya Limited, in the matter of Perilya Limited [2013] FCA 1159

FEDERAL COURT OF AUSTRALIA

Perilya Limited, in the matter of Perilya Limited [2013] FCA 1159 Citation: Perilya Limited, in the matter of Perilya Limited [2013] FCA 1159

Parties: PERILYA LIMITED (ACN 009 193 695)

File number(s): WAD 396 of 2013

Judge(s): SIOPIS J

Date of judgment: 28 October 2013

Catchwords: CORPORATIONS – scheme of arrangement – application for the convening of a meeting under s 411 of the Corporations Act 2001 (Cth).

Legislation: Corporations Act 2001 (Cth) s 411

Cases cited: In Re Hills Motorway [2002] 43 ACSR 101

Date of hearing: 28 October 2013

Place: Perth

Division: GENERAL DIVISION

Category: Catchwords

Number of paragraphs: 17

Counsel for the Plaintiff: Mr I Armeli

Solicitor for the Plaintiff: Allion Legal

IN THE FEDERAL COURT OF AUSTRALIA WESTERN AUSTRALIA DISTRICT REGISTRY GENERAL DIVISION WAD 396 of 2013

IN THE MATTER OF PERILYA LIMITED (Acn 009 193 695) PERILYA LIMITED (ACN 009 193 695)

Plaintiff

JUDGE: SIOPIS J DATE OF ORDER: 28 OCTOBER 2013 WHERE MADE: PERTH

THE COURT ORDERS THAT:

1. Pursuant to section 411(1) of the Corporations Act 2001 (Cth) (Act): (a) the plaintiff, Perilya Limited ACN 009 193 695 (Perilya), convene a meeting (Scheme Meeting) of the holders of ordinary shares in Perilya (Perilya Shareholders), for the purpose of considering and, if thought fit, approving a scheme of arrangement proposed to be made between Perilya and Perilya Shareholders (with or without modification) (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 "MJ7" to the affidavit of Michael Wylie Jools sworn 24 October 2013 (Scheme Booklet); (b) the Scheme Meeting be held at 10:30am (WST) on 2 December 2013, at Conference Suite, Level 8, Exchange Plaza, 2 The Esplanade, Perth, Western Australia; (c) Patrick O'Connor or, failing him, Anna Maria Liscia act as 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) 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, the 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 Perilya'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 E of the Scheme Booklet. 3. The Explanatory Statement in the Scheme Booklet be approved for distribution to Perilya 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, Perilya is to dispatch, on or before 31 October 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 Perilya Shareholder on Perilya's register of members (Register) as at 7:00pm (WST), 28 October 2013, to the relevant address set out in the Register by: (a) in the case of each Perilya Shareholder who has a registered address in Australia, prepaid post; (b) in the case of each Perilya Shareholder who has a registered address outside of Australia, prepaid airmail or air courier; and (c) in the case of each Perilya Shareholder who has nominated an electronic address for the purposes of receiving notification of notices of any meeting from Perilya, by email. 5. Dispatch 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 Perilya Shareholders must return their proxy forms for the Scheme Meeting is 10:30am (WST) on 30 November 2013. 7. All voting at the Scheme Meeting be by poll to be declared by the chairperson. 8. At the Scheme Meeting, a Perilya Shareholder will be entitled to one vote for each fully paid ordinary share in Perilya that the person is registered as holding at 4:00pm (WST) on 1 December 2013. 9. Perilya publish once an advertisement in each of The Australian and The West Australian newspapers, substantially in the form of Annexure "A" to the minute of proposed orders placed on the Court file, with such advertisement to be published on or before 2 December 2013. 10. Perilya shall otherwise be exempted from compliance with rule 3.4 of the Federal Court (Corporations) Rules 2000. 11. The proceedings be stood over to 9 December 2013 at 2:15pm before the Honourable Justice Siopis for the hearing of any application to approve the Scheme. 12. There be liberty to apply upon the giving of 48 hours' notice to ASIC. 13. These orders be entered forthwith. Note: Entry of orders is dealt with in Rule 39.32 of the Federal Court Rules 2011.