SFG Australia Limited, in the matter of SFG Australia Limited [2014] FCA 831

FEDERAL COURT OF AUSTRALIA

SFG Australia Limited, in the matter of SFG Australia Limited [2014] FCA 831 Citation: SFG Australia Limited, in the matter of SFG Australia Limited [2014] FCA 831

Parties: SFG AUSTRALIA LIMITED ABN 81 006 490 259

File number: NSD 592 of 2014

Judge: JACOBSON J

Date of judgment: 27 June 2014

Legislation: Corporations Act 2001 (Cth) s 411(1)

Cases cited: CCI Holdings Limited [2007] FCA 832 Re APN News & Media Ltd (2007) 62 ACSR 400 Texon Petroleum Limited, in the matter of Texon Petroleum Limited [2013] FCA 29

Date of hearing: 27 June 2014

Place: Sydney

Division: GENERAL DIVISION

Category: No Catchwords

Number of paragraphs: 27

Counsel for the Plaintiff: Mr M Oakes SC

Solicitor for the Plaintiff: Clayton Utz

Counsel for IOOF Holdings Limited: Mr R Foreman

Solicitor for IOOF Holdings Limited: King & Wood Mallesons

IN THE FEDERAL COURT OF AUSTRALIA NEW SOUTH WALES DISTRICT REGISTRY GENERAL DIVISION NSD 592 of 2014

IN THE MATTER OF SFG AUSTRALIA LIMITED ABN 81 006 490 259 BETWEEN: SFG AUSTRALIA LIMITED ABN 81 006 490 259

Plaintiff

JUDGE: JACOBSON J DATE OF ORDER: 27 JUNE 2014 WHERE MADE: SYDNEY

THE COURT ORDERS THAT:

1. Pursuant to subsection 411(1) of the Corporations Act 2001 (Cth) (Act), the Plaintiff, SFG Australia Limited (SFGA), convene a meeting (Scheme Meeting) of the shareholders of SFGA (SFGA Shareholders) for the purpose of considering, and if thought fit, agreeing (with or without modification) to a scheme of arrangement proposed between SFGA and the SFGA Shareholders (Scheme) being the scheme substantially in the form of that contained in the explanatory memorandum for the Scheme (Explanatory Memorandum), which is behind tab 1 of Exhibit "JS-2" to the second affidavit of Jonathan David Swain affirmed on 26 June 2014. 2. The Scheme Meeting be held at 11 am (Sydney time) on Friday, 1 August 2014 at the Radisson Blue Hotel Sydney, 27 O'Connell Street Sydney in the State of New South Wales. 3. The Chairperson of the Scheme Meeting be Peter John Promnitz and, in his absence, Graham Edward Maloney. 4. The Chairperson appointed to the Scheme Meeting has the power to adjourn the Scheme Meeting in his absolute discretion. 5. Except for procedural motions, all voting at the Scheme Meeting be by poll as declared by the Chairperson. 6. Pursuant to subsection 411(1) of the Act, the Explanatory Memorandum is approved for distribution to the SFGA Shareholders. 7. Regulations 5.6.12 and 5.6.14 to 5.6.36A of the Corporations Regulations 2001 (Cth) will not apply to the Scheme Meeting. 8. Notice of the hearing of an application pursuant to subsection 411(4)(b) of the Act for orders approving the Scheme be published by an advertisement substantially in the form of Annexure "A" to this order, such advertisement to be published on or before 31 July 2014, and the Plaintiff be otherwise exempted from compliance with rule 3.4 of the Federal Court (Corporations) Rules. 9. Service of the Explanatory Memorandum on SFGA Shareholders having an overseas address shall be sufficiently effected if the Explanatory Memorandum is despatched by airmail or courier on the same day as it is despatched to SFGA Shareholders having an Australian address, and Rule 3.3(2) of the Federal Court (Corporations) Rules 2000 shall not apply in relation such service. 10. The Originating Process filed on 13 June 2014 is adjourned to 10.15 am on Wednesday, 6 August 2014. 11. Liberty to apply on 2 days' notice. 12. These orders be entered forthwith. Note: Entry of orders is dealt with in Rule 39.32 of the Federal Court Rules 2011. "A" NOTICE OF HEARING TO APPROVE COMPROMISE OR ARRANGEMENT TO: All the creditors and members of SFG Australia Limited ABN 81 006 490 259 TAKE NOTICE that at 10.15 am on Wednesday, 6 August 2014, the Federal Court of Australia at Law Courts Building, Queen's Square, Sydney in the State of New South Wales will hear an application by SFG Australia Limited seeking the approval of a compromise or arrangement between the above-named company and its members (SFGA Shareholders) as proposed by a resolution to be put to a meeting of the SFGA Shareholders to be held on Friday, 1 August 2014. If you wish to oppose the approval of the compromise or arrangement, you must file and serve on the plaintiff a notice of appearance, in the prescribed form, together with any affidavit on which you wish to rely at the hearing. The notice of appearance and affidavit must be served on the plaintiff at its address for service at least 1 day before the date fixed for the hearing of the application. The address for service of the plaintiff is: C/- Clayton Utz Lawyers Levels 15 1 Bligh Street SYDNEY NSW 2000 Name of person giving notice or of person's legal practitioner: Nicholas Mavrakis.