Cellnet Group Limited, in the matter of Cellnet Group Limited [2023] FCA 767

Federal Court of Australia

Cellnet Group Limited, in the matter of Cellnet Group Limited [2023] FCA 767 File number(s): VID 424 of 2023

Judgment of: ANDERSON J

Date of judgment: 4 July 2023

Date of publication of reasons 7 July 2023

Catchwords: CORPORATIONS – scheme of arrangement – first court hearing – orders sought under s 411(1) of the Corporations Act 2001 (Cth) – order made for convening of shareholders' meeting

Legislation: Corporations Act 2001 (Cth) Corporations Regulations 2001 (Cth) Federal Court (Corporations) Rules 2000 (Cth)

Cases cited: Re Amcor Ltd [2019] FCA 346 Re Cytopia [2009] VSC 560 Re DuluxGroup Ltd [2019] FCA 961 Re Vita Group Limited [2023] FCA 400

Division: General Division

Registry: Victoria

National Practice Area: Commercial and Corporations

Sub-area: Corporations and Corporate Insolvency

Number of paragraphs: 59

Date of hearing: 4 July 2023

Counsel for the Plaintiff: Mr J Rudd

Solicitor for the Plaintiff: KHQ Lawyers

ORDERS VID 424 of 2023 IN THE MATTER OF CELLNET GROUP LIMITED ACN 010 721 749

CELLNET GROUP LIMITED ACN 010 721 749 Plaintiff

order made by: ANDERSON J DATE OF ORDER: 4 JULY 2023

THE COURT ORDERS THAT:

1. Pursuant to s 411(1) of the Corporations Act 2001 (Cth) (Corporations Act), the plaintiff is to convene and hold a meeting (Scheme Meeting) of its fully paid ordinary shareholders other than Wentronic Holding GmbH and its associates (as that term is defined in s 12 of the Corporations Act) (members) to consider and, if thought fit, to approve (with or without any alterations or conditions) the scheme of arrangement (Scheme) proposed to be made between the plaintiff and the members, the terms of which are set out at Annexure A to these Orders, being Attachment C of the "clean" copy of the Scheme Booklet emailed by the plaintiff to Justice Anderson's chambers on 4 July 2023. 2. The Scheme Meeting is to be convened by sending, on or before 7 July 2023: (a) in the case of members who have elected to receive all communications electronically via email and have provided an email address to receive electronic communications (Email Members), an email which includes: (i) a link to an electronic copy of the Scheme Booklet; and (ii) a proxy form in respect of the Scheme Meeting (Proxy Form); (b) in the case of members who have elected to receive meeting documents by post (Post Members), the following documents by pre-paid post addressed to the relevant addresses recorded in the plaintiff's register: (i) a copy of the Scheme Booklet; (ii) a Proxy Form; and (iii) a reply-paid envelope for the return of the Proxy Form; and (c) in the case of all other members (Residual Members), the following documents by pre-paid post addressed to the relevant address recorded in the plaintiff's register: (i) a copy of the chairperson's letter (Section 2 of the Scheme Booklet) which includes a link to the Scheme Booklet; (ii) a Proxy Form; and (iii) a reply-paid envelope for the return of the Proxy Form. 3. Subject to these orders, the Scheme Meeting is to be convened, held and conducted in accordance with the provisions of: (a) Part 2G.2 of the Corporations Act (save for any applicable replaceable rule) that apply to a meeting of the plaintiff's members; and (b) the plaintiff's constitution that apply in relation to meetings of members and that are not inconsistent with Part 2G.2 of the Corporations Act. 4. The Scheme Meeting is to be held at 8.30 am (AEST) on Monday, 7 August 2023 at Tenancy E1, 5 Grevillea Place, Brisbane Airport, Queensland. 5. Members may vote at the Scheme Meeting by attending in person or by proxy, attorney or corporate representative (if applicable). 6. Tony Pearson, or failing him Giles Karhan, is to chair the Scheme Meeting. 7. The chair of the Scheme Meeting shall have the power to adjourn the meeting to such time, date and place as he considers appropriate. 8. The plaintiff may provide access to the Scheme Meeting for such other persons as it thinks fit. 9. Voting on the resolution to approve the Scheme is to be conducted by way of a poll. 10. A Proxy Form in respect of the Scheme Meeting will be valid and effective if, and only if, it is completed and received in accordance with its terms by 8.30 am (AEST) on Saturday, 5 August 2023. 11. Compliance with r 2.15 of the Federal Court (Corporations) Rules 2000 (Rules) is dispensed with. 12. Notice of the hearing of an application under s 411(4) of the Corporations Act for an order approving the Scheme is to be published via the Australian Securities Exchange and on the plaintiff's website substantially in the form of Annexure B to these orders, such advertisement to be published on or before 4 August 2023, and the plaintiff be otherwise exempted from compliance with r 3.4 of the Rules. 13. The further hearing of the Originating Process is adjourned to 9.30 am (Melbourne time) on 10 August 2023. 14. There is liberty to apply. Note: Entry of orders is dealt with in Rule 39.32 of the Federal Court Rules 2011. ANNEXURE A [The Order entered is available on the Commonwealth Courts Portal, which attaches the Scheme.] ANNEXURE B Notice of Second Court Hearing Notice of hearing to approve compromise or arrangement TO all the members of Cellnet Group Limited (ACN 010 721 749) (Cellnet) TAKE NOTICE that at 9.30 am on 10 August 2023 the Federal Court of Australia (Victorian Registry) at Owen Dixon Commonwealth Law Courts Building, 305 William Street, Melbourne, will hear an application by Cellnet seeking the approval of a compromise or arrangement between Cellnet and its members other than Wentronic Holding GmbH and its associates (as that term is defined in s 12 of the Corporations Act 2001 (Cth), to be considered, and, if thought fit, passed by resolution at a meeting of such members to be held on Monday, 7 August 2023 at 8.30 am (AEST). If you wish to oppose the approval of the compromise or arrangement, you must file and serve on Cellnet 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 Cellnet at its address for service by 5.00 pm on 9 August 2023. The address for service of Cellnet is: c/o KHQ Lawyers, Level 4, 600 Bourke Street, Melbourne VIC 3000 [Ref: Paul Welling].