Billabong International Limited, in the matter of Billabong International Limited [2018] FCA 106

FEDERAL COURT OF AUSTRALIA

Billabong International Limited, in the matter of Billabong International Limited [2018] FCA 106 File number: NSD 85 of 2018

Judge: YATES J

Date of judgment: 13 February 2018

Catchwords: CORPORATIONS – scheme of arrangement – application for orders to convene meeting of members

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

Date of hearing: 13 February 2018

Registry: New South Wales

Division: General Division

National Practice Area: Commercial and Corporations

Sub-area: Corporations and Corporate Insolvency

Category: Catchwords

Number of paragraphs: 43

Counsel for the Plaintiff: Mr J Lockhart SC

Solicitor for the Plaintiff: Allens

Counsel for Boardriders, Inc.: Mr N Bender

Solicitor for Boardriders, Inc: Gilbert + Tobin

ORDERS NSD 85 of 2018 IN THE MATTER OF BILLABONG INTERNATIONAL LIMITED (ACN 084 923 946) BILLABONG INTERNATIONAL LIMITED

(ACN 084 923 946) Plaintiff

JUDGE: YATES J DATE OF ORDER: 13 FEBRUARY 2018

THE COURT ORDERS THAT:

1. Pursuant to section 411(1) of the Corporations Act 2001 (Cth) (the Act), a meeting be convened by the plaintiff (the Scheme Meeting) of the holders of ordinary shares of the plaintiff other than "Excluded Shareholders" as defined in the Scheme (Scheme Shareholders) for the purpose of considering and, if thought fit, agreeing (with or without modification) to a scheme of arrangement between the plaintiff and the Scheme Shareholders and in the form set out in Exhibit TW-4 which is Annexure B to the explanatory statement in the proceedings (the Scheme). 2. The Scheme Meeting be held on Wednesday, 28 March 2018 at Billabong International Limited, Burleigh A & B Rooms, 1 Billabong Place, Burleigh Heads, Queensland commencing at 10.00 am AEST. 3. Ian Alfred Pollard or, should he be unable to attend for any reason, Howard Leonard Mowlem, be authorised to chair the Scheme Meeting and any adjournment of that meeting. 4. The chairperson of the Scheme Meeting be given power to adjourn the Scheme Meeting in his absolute discretion. 5. All voting at the Scheme Meeting be by poll as declared by the chairperson. 6. The Scheme Shareholders who are eligible to vote at the Scheme Meeting will be those whose names are recorded in the register of members of the plaintiff at 7.00 pm (Sydney time) on 26 March 2018. 7. The draft documents substantially in the form of the: (a) document entitled "Scheme Booklet" that forms Exhibit 1 in the proceedings (and the Scheme Booklet's annexures which are Exhibits TW-3 TW-4, TW-5 and TW-6 in the proceedings) comprising a notice of scheme meeting and explanatory statement (the Scheme Booklet); (b) proxy form contained in Exhibit 2 (the Proxy Form), (together, the Scheme Materials) be approved for dispatch to the Scheme Shareholders. 8. By no later than 19 February 2018, the documents be dispatched by the plaintiff in the form, or substantially in the form, of the Scheme Materials to each Scheme Shareholder as recorded in the register of members of the plaintiff at 7.00 pm (Sydney time) on 13 February 2018 as follows: (a) in the case of Scheme Shareholders who have nominated an electronic address for the purpose of receiving communications from the plaintiff (such as notices of meeting and proxy appointment forms for the plaintiff), by email to that address containing a link to a website at which those documents can be accessed; (b) in respect of Scheme Shareholders, other than those in paragraph (a) above, whose registered address is in Australia, by ordinary post (including a reply paid envelope addressed to Computershare Investor Services Pty Ltd (ACN 078 279 277) (Computershare); or (c) in the case of Scheme Shareholders, other than those in paragraph (a) above, whose registered address is outside Australia, by prepaid airmail or air courier (including a self-addressed envelope to Computershare). 9. On or before Monday, 26 March 2018, the hearing of the application under subsection 411(4) of the Act for orders approving the Scheme be advertised once in The Australian newspaper in the form, or substantially in the form, of the annexure to these Orders marked "A". 10. Compliance with: (a) Rule 3.4 of the Federal Court (Corporations) Rules be dispensed with to the extent necessary; and (b) Replaceable Rules (within the meaning of s 135 of the Act) which appear in Part 2G.2 of the Act be dispensed with, to the extent that a Replaceable Rule in that part is displaced or modified by the plaintiff's constitution. 11. The proceeding be adjourned to 10.15 am on 6 April 2018. 12. Liberty to apply be granted to the plaintiff. 13. These orders be entered forthwith. Note: Entry of orders is dealt with in Rule 39.32 of the Federal Court Rules 2011. "A" Notice of hearing to approve scheme of arrangement TO all the members and creditors of Billabong International Limited (ACN 084 923 946) (Billabong). TAKE NOTICE that at 10.15am (Sydney time) on 6 April 2018, the Federal Court of Australia at Law Courts Building, 184 Phillip Street, Sydney NSW 2000 will hear an application by Billabong seeking the approval of a scheme of arrangement between Billabong and its shareholders (other than Boardriders or any of its related entities) (Scheme Shareholders) as proposed by a resolution (if passed) at the meeting of the Scheme Shareholders to be held on 28 March 2018. If you wish to oppose the approval of the scheme of arrangement, you must file and serve on Billabong 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 Billabong at its address for service at least 1 day before the date fixed for the hearing of the application. The address for service of Billabong is c/- Allens, Deutsche Bank Place, Corner Hunter and Phillip Street, Sydney NSW 2000 (Attention: Guy Alexander). Name of Billabong's legal practitioner: Guy Alexander, Allens.