Diversa Limited, in the matter of Diversa Limited [2016] FCA 1137

FEDERAL COURT OF AUSTRALIA

Diversa Limited, in the matter of Diversa Limited [2016] FCA 1137 File number: NSD 1197 of 2016

Judge: RARES J

Date of judgment: 11 August 2016

Legislation: Corporations Act 2001 (Cth) s 411

Cases cited: CCI Holdings Limited [2007] FCA 832 Re Challenge Bank Limited (1995) 19 ACSR 421 Re Permanent Trustee Co (2002) 43 ACSR 601

Date of hearing: 11 August 2016

Registry: New South Wales

Division: General Division

National Practice Area: Commercial and Corporations

Sub-area: Corporations and Corporate Insolvency

Category: No Catchwords

Number of paragraphs: 22

Counsel for the Plaintiff: Mr M Oakes SC

Solicitor for the Plaintiff: McCullough Robertson

ORDERS NSD 1197 of 2016 IN THE MATTER OF DIVERSA LIMITED ACN 079 201 835 DIVERSA LIMITED ACN 079 201 835 Plaintiff

JUDGE: RARES J DATE OF ORDER: 11 AUGUST 2016

THE COURT ORDERS THAT:

1. Pursuant to subsection 411(1) Corporations Act 2001 (Cth) (Act), the plaintiff convene a meeting of its members (Scheme Meeting), for the purpose of considering and, if thought fit, agreeing (with or without modification) to a scheme of arrangement proposed between the plaintiff and its members (Scheme) being the scheme of arrangement set forth in Annexure B of the explanatory statement in relation to the Scheme, which is Exhibit 1 in the proceeding (Scheme Booklet). 2. The Scheme Meeting be held on 20 September 2016 at the offices of McCullough Robertson Lawyers, Level 11, 66 Eagle Street, Brisbane, Queensland, commencing at 10 am. 3. Pursuant to subsection 411(1) of the Act, the Scheme Booklet be approved for distribution to the members of the Plaintiff. 4. The Scheme Booklet to be dispatched to members of the Plaintiff be in the form, or to the effect of, that which is Exhibit 1. 5. Ronald Richard Dewhurst or, in his absence, Stephen Grant Bizzell, act as Chairperson of the Scheme Meeting. 6. Except for procedural motions, all voting at the Scheme Meeting be by poll as declared by the Chairperson. 7. The Chairperson of the Scheme Meeting has the power to adjourn such meeting in his absolute discretion. 8. Regulations 5.6.12, and 5.6.14 to 5.6.36A, Corporations Regulations 2001 (Cth) shall not apply to the Scheme Meeting. 9. Pursuant to section 1319 of the Act, on or before 17 August 2016, there be dispatched to: (a) each member of the Plaintiff who has nominated, to Diversa's share register provider Link Market Services Limited, an electronic address for the purposes of receiving notices of meeting and proxy forms from Diversa, at such address, an email substantially in the form of the document behind Tab 7 of Exhibit VP-1, including URL links to the Scheme Booklet, a sample proxy form in respect of the Scheme Meeting substantially in the form of the document behind Tab 8 of Exhibit VP-1 (Proxy Form), and a sample election form in respect of the Scheme consideration substantially in the form of the document that is Annexure BAM-2 to the affidavit of Brigette Amy Garbin affirmed 10 August 2016 (Election Form); and (b) each other member of the Plaintiff, by hand at, or prepaid post or courier to, or the case of a member whose registered address is outside the country, by pre-paid airmail post, or dispatched by air courier for overseas pre-paid post to, the address of that Scheme Shareholder as set out in the register of members of Diversa, a copy of the Scheme Booklet and a personalised Proxy Form and personalised Election Form. 10. The Plaintiff publish a notice of hearing of any application to approve the Scheme on or before 16 September 2016, in The Australian newspaper by an advertisement substantially in the form of Annexure A to these Orders, and the Plaintiff shall otherwise be exempted from compliance with Rule 3.4(3)(b) Federal Court (Corporations) Rules 2000 (Cth). 11. The proceeding be stood over to 10.15am on Monday, 26 September 2016 before Rares J for the hearing of any application to approve the scheme of arrangement. 12. Liberty to restore on two days notice. 13. These orders be entered forthwith. "A" Notice of hearing to approve compromise or arrangement (rule 3.4) No. NSD 1197 of 2016 FEDERAL COURT OF AUSTRALIA DISTRICT REGISTRY: NEW SOUTH WALES DIVISION: GENERAL IN THE MATTER OF DIVERSA LIMITED ACN 079 201 835 DIVERSA LIMITED ACN 079 201 835 Plaintiff TO all the creditors and members of Diversa Limited ACN 079 201 835 (Diversa) TAKE NOTICE that at 10.15am on 26 September 2016, the Federal Court of Australia at the Law Courts Building, Queen's Square, Sydney will hear an application by Diversa seeking the approval of a compromise or arrangement between the above-named company and its members, proposed by a resolution to be considered, and if thought fit, passed (with or without modification) at the meeting of the members of the company to be held on 20 September 2016 at the offices of McCullough Robertson Lawyers, Level 11, 66 Eagle Street, Brisbane, Queensland, commencing at 10 am. If you wish to oppose the approval of the compromise or arrangement, you must file and serve on the plaintiff, Diversa, 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, Diversa, at their address for service at least one day before the date fixed for the hearing of the application. The address for service of the plaintiff is McCullough Robertson Lawyers, Level 11, Central Plaza Two, 66 Eagle Street, Brisbane, Queensland 4001. Name of person giving notice or of person's legal practitioner: Peter Stokes, McCullough Robertson Lawyers – 07 32333 8714 Note: Entry of orders is dealt with in Rule 39.32 of the Federal Court Rules 2011.