Recall Holdings Limited, in the matter of Recall Holdings Limited [2015] FCA 1142

FEDERAL COURT OF AUSTRALIA

Recall Holdings Limited, in the matter of Recall Holdings Limited [2015] FCA 1142 Citation: Recall Holdings Limited, in the matter of Recall Holdings Limited [2015] FCA 1142

Parties: RECALL HOLDINGS LIMITED (ABN 27 116 537 832) and IRON MOUNTAIN INCORPORATED (ARBN 608 766 918) and IRON MOUNTAIN ACQUISITION HOLDINGS PTY LTD (ACN 608 590 521)

File number: NSD 1230 of 2015

Judge: JAGOT J

Date of judgment: 22 October 2015

Catchwords: CORPORATIONS – scheme of arrangement

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

Cases cited: Re Prime Infrastructure Holdings Ltd (2010) 80 ACSR 193; [2010] NSWSC 1104

Date of hearing: 22 October 2015

Place: Sydney

Division: GENERAL DIVISION

Category: Catchwords

Number of paragraphs: 9

Counsel for the Plaintiff: Mr I Jackman SC

Solicitor for the Plaintiff: Allens

Counsel for the Others: Mr AJ Payne SC

Solicitor for the Others: Minter Ellison

IN THE FEDERAL COURT OF AUSTRALIA NEW SOUTH WALES DISTRICT REGISTRY GENERAL DIVISION NSD 1230 of 2015

IN THE MATTER OF RECALL HOLDINGS LIMITED (ABN 27 116 537 832) RECALL HOLDINGS LIMITED (ABN 27 116 537 832)

Plaintiff

AND: IRON MOUNTAIN INCORPORATED (ARBN 608 766 918)

First Other

IRON MOUNTAIN ACQUISITION HOLDINGS PTY LTD (ACN 608 590 521)

Second Other

JUDGE: JAGOT J DATE OF ORDER: 22 OCTOBER 2015 WHERE MADE: SYDNEY

THE COURT ORDERS THAT:

1. Pursuant to section 411(1) of the Corporations Act 2001 (Cth) (the Act), there be convened a meeting (the Scheme Meeting) of all holders of ordinary shares of the Plaintiff for the purpose of considering and, if thought fit, agreeing (with or without modification) to a scheme of arrangement between them and the Plaintiff and in the form set out in the explanatory statement which is Exhibit 1 in the proceedings (the Scheme). 2. The Scheme Meeting be held on Thursday, 3 December 2015 at the Museum of Sydney, Corner Phillip Street & Bridge Street, Sydney NSW 2000 commencing at 10.00am AEDT. 3. Dr Ian Blackburne or, should he be unable to attend for any reason, Mr Neil Chatfield, is to chair the Scheme Meeting and any adjournment of it. 4. The chairperson of the Scheme Meeting has power to adjourn the Scheme Meeting in his absolute discretion. 5. All voting at the Scheme Meeting be by poll as declared by the Chairperson. 6. The shareholders who are eligible to vote at the Scheme Meeting are those whose names are recorded in the register of members of the Plaintiff at 7.00pm AEDT on 1 December 2015. 7. The draft documents substantially in the form of the: (a) explanatory statement entitled "Scheme Booklet" that forms Exhibit 1 in the proceedings (the Scheme Booklet); and (b) proxy forms contained in tab 7 of Exhibit BIM1 (the Proxy Forms), are approved for distribution to shareholders. 8. By no later than 2 November 2015, the Plaintiff dispatch documents in the form, or substantially in the form, of the Scheme Booklet and the Proxy Forms to each holder of the Plaintiff's ordinary shares as recorded in the register of members of the Plaintiff on 23 October 2015 as follows: (a) by ordinary post to those shareholders whose registered address is in Australia (including a reply paid envelope addressed to Link Market Services Limited (ACN 083 214 537) (Link); (b) by prepaid airmail or air courier to those shareholders whose registered address is outside Australia (including a reply paid envelope addressed to Link); or (c) where a shareholder has nominated an electronic address for the purpose of receiving communications from the Plaintiff (such as notices of meeting and proxy appointment forms for the Plaintiff), by email to that address. 9. On or before 23 November 2015, the convening of the Scheme Meeting be advertised once in The Australian Financial Review newspaper in the form, or substantially in the form, of the annexure to these orders marked "A". 10. On or before 10 December 2015, the application under subsection 411(4) of the Act for orders approving the Scheme be advertised once in The Australian Financial Review newspaper in the form, or substantially in the form, of the annexure to these Orders marked "B". 11. The Plaintiff be dispensed from compliance with: (a) Rule 2.15 of the Federal Court (Corporations) Rules, except in so far as that rule applies Regulations 5.6.13 of the Corporations Regulations to the meetings; (b) Rule 3.4 of the Federal Court (Corporations) Rules, to the extent necessary; and (c) Replaceable Rules (within the meaning of s135 of the Act) which appear in Part 2G.2 of the Act, to the extent that a Replaceable Rule in that part is displaced or modified by the Plaintiff's constitution. 12. The proceedings be adjourned to 9.15am on 16 December 2015. 13. The Plaintiff has liberty to apply. 14. 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 Scheme Meeting Recall Holdings Limited (ABN 27 116 537 832) NOTICE IS GIVEN THAT, by order of the Federal Court of Australia made on 22 October 2015, a meeting of the holders of ordinary shares in Recall Holdings Limited (Recall) will be held at Museum of Sydney, Corner Phillip Street & Bridge Street, Sydney NSW 2000 on Thursday, 3 December 2015 at 10.00am (Sydney time) for the purpose of considering and, if thought fit, approving a resolution to agree (with or without any modification as approved by the Court) an arrangement proposed to be entered into between Recall and the holders of ordinary shares in Recall more particularly set out in a scheme of arrangement contained in an information memorandum that has been sent to Recall shareholders. Members can obtain a copy of the scheme booklet (which includes explanatory statements under s412 of the Corporations Act 2001 (Cth) by contacting the Recall shareholder information line on 1800 209 118 (within Australia) or +61 1800 209 118 (outside Australia), between 8.30am and 5.30pm (Sydney time), Monday to Friday. NOTICE IS ALSO GIVEN that if the arrangement is agreed, an application for orders to approve the arrangement will be returnable before the Federal Court of Australia in Sydney at 9:15am on Wednesday, 16 December 2015. Any person proposing to be heard on such motion should give prior notice to Recall's solicitors, Allens, of Deutsche Bank Place, Corner Hunter and Phillip Streets, Sydney NSW 2000 (Attention: Vijay Cugati). By order of the Board Barry Medintz Company Secretary "B" Notice of hearing to approve scheme of arrangement TO all the members of Recall Holdings Limited (ABN 27 116 537 832) (Recall). TAKE NOTICE that at 9:15am (Sydney time) on 16 December 2015, the Federal Court of Australia at Law Courts Building, 184 Phillip Street, Sydney NSW 2000 will hear an application by Recall seeking the approval of a scheme of arrangement between Recall and its shareholders as proposed by a resolution passed by the meeting of the shareholders of Recall held on 3 December 2015. If you wish to oppose the approval of the scheme of arrangement, you must file and serve on Recall 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 Recall at its address for service at least 1 day before the date fixed for the hearing of the application. The address for service of Recall is c/- Allens, Deutsche Bank Place, Corner Hunter and Phillip Street, Sydney NSW 2000 (Attention: Vijay Cugati). Name of Recall's legal practitioner: Vijay Cugati, Allens.