In the matter of Novion Limited (No 2) [2015] NSWSC 1296

Supreme Court New South Wales

Medium Neutral Citation: In the matter of Novion Limited (No 2) [2015] NSWSC 1296 Hearing dates: 29 May 2015 Date of orders: 29 May 2015 Decision date: 29 May 2015 Jurisdiction: Equity - Corporations List Before: Brereton J Decision: Scheme of arrangement approved. Catchwords: CORPORATIONS – arrangements and reconstructions – schemes of arrangement or compromise – compliance with procedures for convening of meeting – where votes cast in favour of scheme by shareholders almost unanimous – absence of objection to scheme by ASIC – absence of member opposition at hearing – where company to be merged under scheme seeking exemption from registration requirements under (US) Securities Act of 1933 – whether scheme fair and reasonable. Legislation Cited: (CTH) Corporations Act 2001, s 411, Ch 6 (NSW) Trustee Act 1925, s 93 (US) Securities Act of 1933, s 3(a)(10) Cases Cited: Re Atlantic Gold NL (No 2) [2014] FCA 869 Re Simavita Holdings Limited [2013] FCA 1274 Category: Principal judgment Parties: In proceedings 2015/88147: Novion Limited (ABN 79 167 087 363) (plaintiff) Federation Limited (interested party)

In proceedings 2015/88363: Novion RE Limited (ABN 33 084 098 190) as responsible entity of the Novion Trust (ARSN 090 150 280) (plaintiff) Federation Limited (interested party) Representation: Counsel: P M Wood w J Williams (plaintiffs) J Lockhart (Federation Limited)