Atlassian Corporation Pty Limited, in the matter of Atlassian Corporation Pty Limited (No 2) [2014] FCA 60

FEDERAL COURT OF AUSTRALIA

Atlassian Corporation Pty Limited, in the matter of Atlassian Corporation Pty Limited (No 2) [2014] FCA 60 Citation: Atlassian Corporation Pty Limited, in the matter of Atlassian Corporation Pty Limited (No 2) [2014] FCA 60

Parties: ATLASSIAN CORPORATION PTY LIMITED

File number(s): NSD 2421 of 2013

Judge(s): YATES J

Date of judgment: 4 February 2014

Catchwords: CORPORATIONS – schemes of arrangement – second hearing - approval

Legislation: Corporations Act 2001 (Cth) s 411

Cases cited: Atlassian Corporation Pty Limited, in the matter of Atlassian Corporation Pty Limited [2013] FCA 1451

Date of hearing: 4 February 2014

Place: Sydney

Division: GENERAL DIVISION

Category: Catchwords

Number of paragraphs: 14

Counsel for the Plaintiff: Mr I Jackman SC

Solicitor for the Plaintiff: Herbert Smith Freehills

IN THE FEDERAL COURT OF AUSTRALIA NEW SOUTH WALES DISTRICT REGISTRY GENERAL DIVISION NSD 2421 of 2013

IN THE MATTER OF ATLASSIAN CORPORATION PTY LIMITED ABN 46 122 325 777 ATLASSIAN CORPORATION PTY LIMITED

Plaintiff

JUDGE: YATES J DATE OF ORDER: 4 FEBRUARY 2014 WHERE MADE: SYDNEY

THE COURT ORDERS THAT:

1. Pursuant to s 411(4)(b) of the Corporations Act 2001 (Cth) (Corporations Act): (a) the scheme of arrangement between Atlassian Corporation Pty Limited (Atlassian Australia) and its members holding fully-paid class B ordinary shares (Class B Ordinary Share Scheme), in the form contained in Annexure C of the scheme booklet which is behind tab 1 of exhibit SMJ-1 to the affidavit of Suzanne Margaret Julian sworn on 31 January 2014 in the proceeding (Scheme Booklet), be approved; (b) the scheme of arrangement between Atlassian Australia and its members holding fully-paid series A preference shares (Series A Preference Share Scheme), in the form contained in Annexure D of the Scheme Booklet, be approved; (c) the scheme of arrangement between Atlassian Australia and its members holding fully-paid series B preference shares (Series B Preference Share Scheme), in the form contained in Annexure E of the Scheme Booklet, be approved; (d) the scheme of arrangement between Atlassian Australia and its members holding fully-paid restricted shares (Restricted Share Scheme), in the form contained in Annexure F of the Scheme Booklet, be approved; (e) the scheme of arrangement between Atlassian Australia and the holders of options over unissued class B ordinary shares in Atlassian Australia (Class B Ordinary Option Scheme), in the form contained in Annexure K of the Scheme Booklet, be approved; and (f) the scheme of arrangement between Atlassian Australia and the holders of options over unissued restricted shares in Atlassian Australia (Restricted Option Scheme), in the form contained in Annexure L of the Scheme Booklet, be approved. 2. Pursuant to s 411(12) of the Corporations Act, Atlassian Australia be exempted from compliance with s 411(11) of the Corporations Act in relation to each of the Class B Ordinary Share Scheme, the Series A Preference Share Scheme, the Series B Preference Share Scheme, the Restricted Share Scheme, the Class B Ordinary Option Scheme and the Restricted Option Scheme (together, the Schemes). 3. These orders be entered forthwith. THE COURT NOTES THAT: 4. Atlassian UK will rely on the Court's approval of the Schemes for the purposes of qualifying for exemption from the registration requirements of the U.S. Securities Act of 1933, provided for by s 3(a)(10) of that Act, in connection with the implementation of, and the provision of consideration under, the Share Schemes and the Option Schemes. Note: Entry of orders is dealt with in Rule 39.32 of the Federal Court Rules 2011.