Amcor Ltd, in the matter of Amcor Ltd [2013] FCA 1183

FEDERAL COURT OF AUSTRALIA

Amcor Ltd, in the matter of Amcor Ltd [2013] FCA 1183 Citation: Amcor Ltd, in the matter of Amcor Ltd [2013] FCA 1183

Parties: AMCOR LTD ACN 000 017 372

File number(s): NSD 2132 of 2013

Judge(s): JAGOT J

Date of judgment: 1 November 2013

Catchwords: CORPORATIONS - scheme of arrangement

Legislation: Corporations Act 2001 (Cth)

Date of hearing: 1 November 2013

Place: Sydney

Division: GENERAL DIVISION

Category: Catchwords

Number of paragraphs: 10

Counsel for the Plaintiff: R G McHugh SC

Solicitor for the Plaintiff: Corrs Chambers Westgarth

IN THE FEDERAL COURT OF AUSTRALIA NEW SOUTH WALES DISTRICT REGISTRY GENERAL DIVISION NSD 2132 of 2013

IN THE MATTER OF AMCOR LTD BETWEEN: AMCOR LTD ACN 000 017 372

Plaintiff

JUDGE: JAGOT J DATE OF ORDER: 1 NOVEMBER 2013 WHERE MADE: SYDNEY

THE COURT ORDERS THAT:

1. Pursuant to subsection 411(1) of the Corporations Act 2001 (Cth) (Corporations Act): a. the Plaintiff, Amcor Limited (ACN 000 017 372) (Amcor), convene a meeting (Scheme Meeting) of the holders of ordinary shares in Amcor (Shareholders) for the purpose of considering and, if thought fit, agreeing (with or without modification) to a scheme of arrangement proposed to be made between Amcor and its Shareholders (Scheme), the terms of which are set out in Annexure C of the document which is Exhibit 1 in this proceeding (Scheme Booklet); b. the Scheme Meeting be held at 10.00am (AEDT) on 9 December 2013, at the Clarendon Auditorium at the Melbourne Convention and Exhibition Centre, 2 Clarendon Street, South Wharf, Victoria 3006; c. the Chairperson of the Scheme Meeting be Chris Rogers and in his absence Graeme Liebelt; d. the Chairperson appointed to the Scheme Meeting has the power to adjourn the Scheme Meeting in his absolute discretion; e. all voting at the Scheme Meeting be by poll as declared by the Chairperson; and f. the explanatory statement for the Scheme substantially in the form contained in the Scheme Booklet be approved for distribution to Amcor Shareholders. 2. By 8 November 2013, there be dispatched to each Amcor Shareholder (who in accordance with the Corporations Act has consented to receiving shareholder communications electronically) an email substantially in the form of Annexure A to these orders to the nominated email address of the Amcor Shareholder. 3. It shall not be necessary for a document substantially in the form of the Scheme Booklet and a proxy form substantially in the form of the document at tab 10 of exhibit RD 1 (Proxy Form) to be delivered personally or dispatched by prepaid post or other means to an Amcor Shareholder referred to in paragraph 2 of these Orders. 4. There be dispatched to each Amcor Shareholder (other than those Shareholders referred to in paragraph 2 of these Orders) by 8 November 2013: a. a document substantially in the form of the Scheme Booklet; b. a Proxy Form; c. a reply paid (for use in Australia only) envelope addressed to Link Market Services Limited for the return of the proxy form, in the case of each Amcor Shareholder who has a registered address in Australia, by prepaid post and, in the case of each Amcor Shareholder who has a registered address outside Australia, by prepaid airmail or air courier, in each case addressed to the relevant address set out in the Amcor register of members; 5. Amcor place an advertisement in The Australian newspaper, substantially in the form of "Annexure B" to these Orders, on or before 9 December 2013 and Amcor shall otherwise be 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(3)(a) of the Federal Court (Corporations) Rules 2000 (Cth). 6. Pursuant to section 1319 of the Corporations Act, Amcor be exempted from compliance with the requirements of rule 2.15 of the Federal Court (Corporations) Rules 2000 save that regulation 5.6.13 of the Corporations Regulations 2001 shall apply to the Scheme Meeting. 7. Exhibit AJL 1 to the affidavit of Andrew John Lumsden sworn 1 November 2013 be treated as confidential and may only be used for the purposes of the Proceeding. Access to the exhibit be limited to the following persons: a. any legal representatives of Amcor; b. any judge, employee or other personnel of this Court; and c. any person associated with the recording transcript at any hearing in the Proceeding 8. The proceedings be stood over to 9:30am on 16 December 2013 before Justice Jagot for the hearing of any application to approve the Scheme. 9. Liberty to restore to the list. 10. These orders to be entered forthwith Note: Entry of orders is dealt with in Rule 39.32 of the Federal Court Rules 2011.