AMP Ltd

FEDERAL COURT OF AUSTRALIA

AMP Ltd [2003] FCA 1479

IN THE MATTER OF AMP LIMITED (ABN 49 079 354 519)

N3054 OF 2003

EMMETT J
12 DECEMBER 2003
SYDNEY

IN THE FEDERAL COURT OF AUSTRALIA
NEW SOUTH WALES DISTRICT REGISTRY	N3054 OF 2003

IN THE MATTER OF AMP LIMITED (ABN 49 079 354 519) PLAINTIFF
JUDGE:	EMMETT J
DATE OF ORDER:	12 DECEMBER 2003
WHERE MADE:	SYDNEY

THE COURT ORDERS THAT:

1.pursuant to s 411(4)(b) of the Corporations Act 2001 (Cth), the Scheme of Arrangement between the plaintiff and its ordinary shareholders which is annexed hereto and marked ‘A’ be and is hereby approved;

2.        these orders be entered forthwith.

Note:   Settlement and entry of orders is dealt with in Order 36 of the Federal Court Rules.

IN THE FEDERAL COURT OF AUSTRALIA
NEW SOUTH WALES DISTRICT REGISTRY	N3054 OF 2003

IN THE MATTER OF AMP LIMITED (ABN 49 079 354 519) PLAINTIFF
JUDGE:	EMMETT J
DATE:	12 DECEMBER 2003
PLACE:	SYDNEY

REASONS FOR JUDGMENT

1. On 16 October 2003, I ordered, pursuant to s 411(1) of the Corporations Act 2001 (Cth) (‘the Corporations Act’) that a meeting of the members of the plaintiff, AMP Limited (‘AMP’), be convened for the purposes of considering and, if thought fit, agreeing to an arrangement between AMP and its members: see In the matter of AMP Ltd [2003] FCA 1465. I now have before me an application by AMP for an order, pursuant to s 411(4)(b) of the Corporations Act, approving the arrangement comprised in the scheme which has been agreed to at the meeting of members so convened.

2. By the operation of s 411(10), any order made for the purposes of s 411(4)(b) will not have any effect until an office copy of the order is lodged with the Australian Securities and Investments Commission (‘the Commission’). Further, under s 411(17), the Court must not approve an arrangement pursuant to s 411 unless either the Court is satisfied that the arrangement has not been proposed for the purpose of enabling any person to avoid the operation of Ch 6 of the Corporations Act (which deals with takeovers) or there is produced to the Court a statement in writing by the Commission that the Commission has no objection to the arrangement.

3. I am satisfied from the evidence contained in the affidavits read on the hearing of this application that a meeting of the members of AMP was convened in accordance with my order of 16 October 2003.  In that regard, I have considered affidavits relating to activities of the following service providers in relation to the convening of the meeting:

   • Text Pacific Publishing Pty Ltd, formatting, typesetting and printing the Explanatory Memorandum;
   • Security Mail Pty Ltd, preparing packages for distribution by Australia Post to AMP members containing one or other of a hard copy package, a CD Rom package or a proxy package, according to whether or not the member had elected to receive notification in electronic form;
   • The Ball Group Pty Ltd, creating…