Fairfax Media Limited, in the matter of Fairfax Media Limited [2017] FCA 1149

FEDERAL COURT OF AUSTRALIA

Fairfax Media Limited, in the matter of Fairfax Media Limited [2017] FCA 1149 File number: NSD 1561 of 2017

Judge: YATES J

Date of judgment: 22 September 2017

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

Legislation: Corporations Act 2001 (Cth) ss 411, 412, 795B, 1319 Corporations Regulations 2001 (Cth) Federal Court (Corporations) Rules 2000 (Cth) r 3.2

Date of hearing: 22 September 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: 42

Counsel for the Plaintiff: Mr P M Wood

Solicitor for the Plaintiff: Herbert Smith Freehills

ORDERS NSD 1561 of 2017 IN THE MATTER OF FAIRFAX MEDIA LIMITED ABN 15 008 663 161 FAIRFAX MEDIA LIMITED ABN 15 008 663 161 Plaintiff

JUDGE: YATES J DATE OF ORDER: 22 SEPTEMBER 2017

THE COURT ORDERS THAT:

1. Pursuant to subsection 411(1) of the Corporations Act 2001 (Cth) (Act): (a) The Plaintiff, Fairfax Media Limited, convene and hold a meeting (Scheme Meeting) of its members holding fully paid ordinary shares in the Plaintiff (Shareholders) for the purpose of considering and, if thought fit, agreeing to (with or without modification) a scheme of arrangement proposed to be made between the Plaintiff and the Shareholders (Scheme), the terms of which are contained in Annexure C of the draft scheme booklet (being the document behind Tab 1 of Exhibit GH1, amended as shown in Exhibit C) (Scheme Booklet); (b) the Scheme Meeting be held at 10:00am on 2 November 2017 at the ground floor of the Domain offices, located at 55 Pyrmont Street, Pyrmont, New South Wales; and (c) the Scheme Booklet be approved for distribution to Shareholders (for the purposes only of subsection 411(1) of the Act). 2. Pursuant to section 1319 of the Act: (a) Mr Nicholas Falloon or, failing him, Mr James Millar, be authorised to act as Chairman of the Scheme Meeting; (b) the Chairman of the Scheme Meeting have the power to adjourn the Meeting in his absolute discretion for such time and to such date as he considers appropriate; (c) at the Scheme Meeting, the Shareholders present and entitled to vote, in person or by proxy or by an attorney under power or by a corporate representative (if applicable) shall constitute a quorum; (d) at the Scheme Meeting, each Shareholder, present and entitled to vote, be entitled to one vote for each fully paid ordinary share in the capital of the Plaintiff that the Shareholder is registered as holding at 7:00 pm on 31 October 2017; (e) at the Scheme Meeting, the resolution whether to approve the Scheme be decided by way of a poll; (f) on or before 29 September 2017, there be dispatched to: (1) each Shareholder who has nominated an electronic address for the purposes of receiving notices of meeting from the Plaintiff, at such address, an email substantially in the form of the document behind Tab 2 in Exhibit GH1 amended as shown in Exhibit D, which includes URL links to documents substantially in the form of the Scheme Booklet and the proxy form in respect of the Scheme Meeting, a copy of which is Exhibit E (Proxy Form); and (2) each other Shareholder, by hand or pre-paid post or courier, to the address of that Shareholder as set out in the register of members of the Plaintiff, a document substantially in the form of the Scheme Booklet, a Proxy Form in respect of the Scheme Meeting, and a reply paid envelope addressed to Link Market Services Limited (Link); and (g) if it comes to the notice of the Plaintiff that any email dispatched in accordance with (f)(1) has not been delivered to a Shareholder's nominated address then, in respect of that Shareholder, the Plaintiff dispatch within a reasonable time thereafter a document substantially in the form of the Scheme Booklet, a Proxy form in respect of the Scheme Meeting, and a reply paid envelope addressed to Link by the means specified in (f)(2); and (h) the time by which Proxy Forms for the Scheme Meeting must be lodged in accordance with the instructions given on the Proxy Form is 10:00 am on 31 October 2017. 3. Rule 2.15 of the Federal Court (Corporations) Rules 2000 (Cth) (Rules) 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). 4. On or before 30 October 2017, the Plaintiff publish a Notice of Hearing substantially in the form of Annexure 'A' to these orders once in The Australia newspaper and the Plaintiff be relieved from compliance with Rule 3.4 of the Rules to the extent necessary. 5. The proceeding be stood over to 10.15am on 6 November 2017 before Justice Yates for the hearing of any application to approve the Scheme. 6. There be liberty to apply. 7. These orders be entered forthwith. Note: Entry of orders is dealt with in Rule 39.32 of the Federal Court Rules 2011.