Greencross Limited, in the matter of Greencross Limited [2018] FCA 2093

FEDERAL COURT OF AUSTRALIA

Greencross Limited, in the matter of Greencross Limited [2018] FCA 2093 File number: NSD 2234 of 2018

Judge: YATES J

Date of judgment: 19 December 2018

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

Legislation: Corporations Act 2001 (Cth), ss 113, 411, 412(1)(a) Federal Court (Corporations) Rules 2000, r 3.2

Cases Capilano Honey Limited, in the matter of Capilano Honey Limited (No 2) [2018] FCA 1925

Date of hearing: 19 December 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: 39

Counsel for the Plaintiff: Mr M Oakes SC

Solicitor for the Plaintiff: Clayton Utz

Counsel for Vermont Aus Pty Ltd Dr A S Bell SC

Solicitor for Vermont Aus Pty Ltd Gilbert + Tobin

ORDERS NSD 2234 of 2018 IN THE MATTER OF GREENCROSS LIMITED ACN 119 778 862 GREENCROSS LIMITED ACN 110 778 862 Plaintiff

JUDGE: YATES J DATE OF ORDER: 19 DECEMBER 2018

THE COURT ORDERS THAT:

1. Pursuant to s 411(1) of the Corporations Act 2001 (Cth) (Act), the plaintiff convene a meeting (Scheme Meeting) of its members for the purpose of considering, and if thought fit, agreeing (with or without modification) to a scheme of arrangement proposed between the plaintiff and its members (Share Scheme) being the scheme of arrangement set forth in Annexure A to Appendix C to the explanatory statement in relation to the Share Scheme, which is Exhibit 1 in the proceeding (Scheme Booklet). 2. Pursuant to s 411(1) of the Act, the Scheme Booklet be approved for distribution to the members of the plaintiff. 3. The Scheme Booklet to be dispatched to members of the plaintiff be substantially in the form of Exhibit 1 in the proceeding. 4. The Scheme Meeting be held at 10.00 am (AEDT) on 6 February 2019 at Northside Conference Centre, Corner of Oxley Street and Pole Lane, Crows Nest in the State of New South Wales. 5. The Chairperson of the Scheme Meeting be Stuart Bruce James and, in his absence, Simon Leonard Hickey. 6. The Chairperson appointed to the Scheme Meeting have the power to adjourn the Scheme Meeting in his absolute discretion, including to another day. 7. Except for procedural motions, all voting at the Scheme Meeting be by poll as declared by the Chairperson. 8. Rule 2.15 of the Federal Court (Corporations) Rules 2000 shall not apply to the Scheme Meeting, except for r 75-15(2) of the Insolvency Practice Rules (Corporations) 2016. 9. Pursuant to s 1319 of the Act, on or before 21 December 2018, there be dispatched to: (a) each member of the plaintiff, who has nominated an electronic address for the purposes of receiving notices of meeting and proxy forms from the plaintiff, at such address, an email which contains links to an electronic copy of the Scheme Booklet, a sample proxy form in respect of the Scheme Meeting substantially in the form of the document at Annexure VJP4 to the affidavit of Vincent James Pollaers sworn on 18 December 2018 (Proxy Form), and a sample election form in respect of the election to choose scheme consideration options by holders of fully paid ordinary shares in the capital of Greencross substantially in the form of the document at Annexure VJP6 to the affidavit of Vincent James Pollaers sworn on 18 December 2018 (Election Form); and (b) each other member of the plaintiff, by hand at, or prepaid post or courier to, and in the case of a member whose registered address is outside Australia, by pre-paid airmail post or air courier for overseas pre-paid post to, the address of that member as set out in the register of members of the plaintiff, a copy of the Scheme Booklet, the Proxy Form and the Election Form; and (c) if the plaintiff receives notification that the email is unable to be delivered to the nominated electronic address of any member to whom the email was sent in accordance with Order 9(a), the Scheme Booklet, the Proxy Form and the Election Form be dispatched by the plaintiff to that member by the method appropriate to that member referred to in Order 9(b). 10. Notice of the hearing of an application pursuant to s 411(4)(b) of the Act for orders approving the Share Scheme be published by an advertisement in The Australian newspaper substantially in the form of Annexure "A" to this order, such advertisement to be published on or before 4 February 2019 and the plaintiff be otherwise exempted from compliance with r 3.4 of the Federal Court (Corporations) Rules. 11. The proceeding be stood over to 10.15 am on 11 February 2019 before Yates J for the hearing of any application to approve the Share Scheme. 12. Liberty to apply on 2 days' notice. 13. These orders be entered forthwith. Note: Entry of orders is dealt with in Rule 39.32 of the Federal Court Rules 2011.