Rubik Financial Limited, in the matter of Rubik Financial Limited [2017] FCA 379

FEDERAL COURT OF AUSTRALIA

Rubik Financial Limited, in the matter of Rubik Financial Limited [2017] FCA 379 File number: NSD 286 of 2017

Judge: YATES J

Date of judgment: 23 March 2017

Catchwords: CORPORATIONS – scheme of arrangement – application for order for meeting of members

Legislation: Corporations Act 2001 (Cth) ss 411(1), 411(2)(a), 411(2)(b), 412(1)(a)

Date of hearing: 23 March 2017

Registry: New South Wales

Division: General Division

National Practice Area: Commercial and Corporations

Sub-area: Corporations and Corporate Insolvency

Category: Catchwords

Number of paragraphs: 30

Counsel for the Plaintiff: Mr R McHugh SC

Solicitor for the Plaintiff: Gilbert + Tobin

Counsel for Temenos Group AG: Mr S Nixon SC

Solicitor for Temenos Group AG: King & Wood Mallesons

ORDERS NSD 286 of 2017 IN THE MATTER OF RUBIK FINANCIAL LIMITED ACN 071 707 232 RUBIK FINANCIAL LIMITED Plaintiff

JUDGE: YATES J DATE OF ORDER: 23 MARCH 2017

THE COURT ORDERS THAT: 1. Pursuant to section 411(1) of the Corporations Act 2001 (Cth) (the Act): (a) Rubik Financial Limited (ACN 071 707 232) (Rubik) convene a meeting (Scheme Meeting) of holders of fully paid ordinary shares in Rubik (Scheme Shareholders) for the purpose of considering and, if thought fit, agreeing (with or without modification) to a scheme of arrangement (Scheme), the terms of which are contained in Attachment C of the scheme booklet, a copy of which is Exhibit 1 (Scheme Booklet); (b) The Scheme Meeting be held at 10:00am (Sydney time) on Wednesday 26 April 2017 at the offices of Rubik at Level 10, 85 Castlereagh Street, Sydney NSW 2000; and (c) The Scheme Booklet, substantially in the form of Exhibit 1, be sent to Scheme Shareholders (which Scheme Booklet is hereby approved as the explanatory statement for the purposes of sub-section 411(1) of the Act) in the following manner: (i) in the case of those Scheme Shareholders who have elected to receive communications electronically, by way of email to their nominated email address; (ii) in the case of those Scheme Shareholders who have not elected to receive communications electronically and whose postal address is shown on the register of members of Rubik as being within Australia, by pre-paid ordinary post to that address; and (iii) in the case of those Scheme Shareholders who have not elected to receive communications electronically and whose postal address is shown on the register of members of Rubik as being outside Australia, by airmail to that address. 2. Pursuant to section 1319 of the Act: (a) Rubik may determine that, for the purposes of the Scheme Meeting, all the shares in Rubik be taken to be held by the person, persons or bodies corporate who held them as at 5:00pm on Monday 24 April 2017 (Sydney time), in accordance with the register held and maintained by Rubik; (b) Rubik may determine that only the proxy forms in relation to the Scheme Meeting received by Rubik by no later than 10:00am on Monday 24 April 2017 (Sydney time), are valid; (c) The Chairperson of the Scheme Meeting be Craig Coleman or in his absence, John Wilson; (d) The Chairperson of the Scheme Meeting shall have the power to adjourn the meeting in his absolute discretion to such time, date and place as he considers appropriate; and (e) A poll must be taken to decide the resolutions put to the vote at the Scheme Meeting, except for procedural motions. 3. Subject to the requisite majorities of Scheme Shareholders voting in favour of the Scheme at the Scheme Meeting, Rubik publish a Notice of Hearing in The Australian newspaper, in substantially the form that appears at Annexure 'A' hereto not later than 5 days prior to the date fixed for the hearing of any application to approve the Scheme. 4. Rule 2.15 of the Federal Court (Corporations) Rules 2000 (Cth) shall not apply to the Scheme Meeting, except in so far as that rule applies regulation 5.6.13 of the Corporations Regulations 2001 (Cth). 5. The proceedings be stood over to 10:15am on 5 May 2017 before Justice Yates for the hearing of any application to approve the Scheme. 6. There be liberty to apply on 2 days' notice. 7. These orders be entered forthwith. Note: Entry of orders is dealt with in Rule 39.32 of the Federal Court Rules 2011.