In the matter of Asciano Limited [2015] NSWSC 1548

Supreme Court New South Wales

Medium Neutral Citation: In the matter of Asciano Limited [2015] NSWSC 1548 Hearing dates: 29 September 2015 Date of orders: 29 September 2015 Decision date: 29 September 2015 Jurisdiction: Equity - Corporations List Before: Brereton J Decision: Orders made convening scheme meeting and approving (subject to amendments) explanatory statement. Catchwords: CORPORATIONS – arrangements and reconstructions – schemes of arrangement or compromise – application for order convening meeting of members to consider scheme of arrangement – whether scheme could be approved – whether scheme fair and reasonable – whether explanatory statement fairly puts scheme – where practical effect of deemed warranty as to title by each shareholder not sufficiently explained – where explanatory statement does not include statement of registration with ASIC – where notice to shareholders of second hearing and right to appear to oppose scheme not sufficiently prominent – where advantages and disadvantages of scheme explained in enormous detail. Legislation Cited: (CTH) Corporations Act 2001, s 411, s 411(2), s 412(6) (NSW) Companies Act 1961 Category: Principal judgment Parties: Asciano Limited (ACN 123 652 862) (plaintiff) Brookfield Infrastructure Partners Limited as general partner of Brookfield Infrastructure Partners LP (interested party) Representation: Counsel: N J Young QC w I J W Ahmed (plaintiff) P M Wood (Brookfield)

Solicitors: King & Wood Mallesons (plaintiff) Herbert Smith Freehills (Brookfield) File Number(s): 2015/249906