ASG Group Limited, in the matter of ASG Group Limited (No 2) [2016] FCA 1586

FEDERAL COURT OF AUSTRALIA

ASG Group Limited, in the matter of ASG Group Limited (No 2) [2016] FCA 1586 File number(s): WAD 484 of 2016

Judge(s): SIOPIS J

Date of judgment: 12 December 2016

Catchwords: CORPORATIONS – approval of scheme of arrangement under s 411 of the Corporations Act 2001 (Cth) – failure to serve notice of meeting and scheme booklet on all shareholders – whether s 1322(3) of the Corporations Act applies – whether orders should be made under s 1322(4) of the Corporations Act.

Legislation: Corporations Act 2001 (Cth) ss 411(1), 411(4), 411(11), 411(12), 411(17), 1322(3), 1322(4), 1322(6)

Date of hearing: 12 December 2016

Registry: Western Australia

Division: General Division

National Practice Area: Commercial and Corporations

Sub-area: Corporations and Corporate Insolvency

Number of paragraphs: 36

Counsel for the Plaintiff: Mr M Lundberg and Mr A Gorovtsov

Solicitor for the Plaintiff: King & Wood Mallesons

Counsel for Nomura Research Institute Ltd: Mr C Belyea

Solicitor for Nomura Research Institute Ltd: Clayton Utz

ORDERS WAD 484 of 2016 IN THE MATTER OF ASG GROUP LIMITED (ACN 070 045 117) ASG GROUP LIMITED (ACN 070 045 117) Plaintiff

JUDGE: SIOPIS J DATE OF ORDER: 12 DECEMBER 2016

THE COURT ORDERS THAT:

1. Pursuant to sections 411(4)(b) and 411(6) of the Corporations Act 2001 (Cth) (Act), the scheme of arrangement between the plaintiff and its shareholders, a copy of which is annexed to these orders and marked Annexure A, be approved. 2. Pursuant to section 411(12) of the Act, the plaintiff be exempted from compliance with section 411(11) of the Act, in relation to the scheme of arrangement referred to in Order 1 of these orders. 3. Pursuant to section 1322(4)(a) of the Act: (a) the scheme meeting held on 8 December 2016 is not invalid; and (b) the resolution passed at the scheme meeting is not invalid. Note: Entry of orders is dealt with in Rule 39.32 of the Federal Court Rules 2011.