Fantastic Holdings Limited, in the matter of Fantastic Holdings Limited [2016] FCA 1302

FEDERAL COURT OF AUSTRALIA

Fantastic Holdings Limited, in the matter of Fantastic Holdings Limited [2016] FCA 1302 File number(s): NSD1836 of 2016

Judge(s): JAGOT J

Date of judgment: 3 November 2016

Catchwords: CORPORATIONS – scheme of arrangement – construction of scheme implementation deed – extent of fiduciary carve out

Legislation: Corporations Act 2001 (Cth)

Date of hearing: 3 November 2016

Registry: New South Wales

Division: General Division

National Practice Area: Commercial and Corporations

Sub-area: Corporations and Corporate Insolvency

Category: Catchwords

Number of paragraphs: 14

Counsel for the Plaintiff: Mr M Oakes SC

Solicitor for the Plaintiff: Watson Magioni Lawyers

Counsel for the Other: Dr R Austin

Solicitor for the Other: Minter Ellison Lawyers

ORDERS NSD1836 of 2016 IN THE MATTER OF FANTASTIC HOLDINGS LIMITED ACN 004 000 775 FANTASTIC HOLDINGS LIMITED ACN 004 000 775 Plaintiff

STEINHOFF ASIA PACIFIC HOLDINGS PTY LTD ACN 606 826 492 Other

JUDGE: JAGOT J DATE OF ORDER: 3 NOVEMBER 2016

THE COURT ORDERS THAT:

1. Pursuant to subsection 411(1) of the Corporations Act 2001 (Cth) (the Act): (a) the Plaintiff, Fantastic Holdings Limited (Fantastic), convene a meeting (Scheme Meeting) of the holders of ordinary shares issued in Fantastic for the purpose of considering and, if thought fit, agreeing to (with or without modification) a scheme of arrangements proposed to be entered into between Fantastic and those shareholders (Scheme), the terms of which are contained in the Explanatory Statement, a copy of which is behind tab 2 of Exhibit TMR1 (Scheme Booklet); (b) the Scheme Meeting be held at 10.00am Australian Eastern Daylight Time (AEDT) on 7 December 2016 at Rydges Bankstown, 874 Hume Highway, Bass Hill, New South Wales 2197. (c) Mr Julian Tertini or, failing him, Mr John Hughes, be Chairperson of the Scheme Meeting; (d) the Chairperson of the Scheme Meeting has the power to adjourn the Scheme Meeting in his absolute discretion; (e) the Scheme Booklet be approved for distribution to shareholders; (f) on or before 7 November 2016, there be dispatched to each Fantastic shareholder who, in accordance with the 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 shareholder; (g) on or before 7 November 2016, there be dispatched to all Fantastic shareholders (other than shareholders referred to in paragraph 1(f) of these Orders) by pre-paid post, or in the case of a member whose registered address is outside Australia, by pre-paid air mail, addressed to the relevant addresses set out in the register of members of Fantastic: (i) a document substantially in the form of the Scheme Booklet; (ii) a proxy form in substantially the form of the document included with the Scheme Booklet behind tab 2 of Exhibit TMR1; and (iii) an envelope addressed to Computershare Investor Services Pty Limited (the Documents); and (h) it shall not be necessary for the Documents to be delivered personally or dispatched by prepaid post or other means to a Fantastic shareholder referred to in paragraph 1(f) of these Orders. 2. On or before 6 December 2016, Fantastic publish a Notice of Hearing substantially in the form of Annexure B hereto in The Australian newspaper and the plaintiff be relieved of compliance with Rule 3.4 of the Federal Court (Corporations) Rules 2000 (Cth) to the extent necessary. 3. Rule 2.15 of the Federal Court (Corporations) Rules 2000 (Cth) shall not apply to the Scheme Meeting, except insofar as that rule applies regulation 5.6.12 of the Corporations Regulations 2001 (Cth). 4. The proceeding be stood over to 9.30am on 12 December 2016 before Jagot J for the hearing of any application to approve the Scheme. 5. Liberty to apply. 6. These Orders be entered forthwith. Note: Entry of orders is dealt with in Rule 39.32 of the Federal Court Rules 2011.