and the Corporations Act 2001 (Cth) (No 2)

[2006] FCA 1719

FEDERAL COURT OF AUSTRALIA

Brambles Industries Ltd, in the matter of Brambles Industries Ltd

and the Corporations Act 2001 (Cth) (No 2) [2006] FCA 1719

IN THE MATTER OF BRAMBLES INDUSTRIES LIMITED
(ACN 000 129 868) AND THE CORPORATIONS ACT 2001 (CTH)

NSD 1606 OF 2006

LINDGREN J
8 DECEMBER 2006
SYDNEY

IN THE FEDERAL COURT OF AUSTRALIA
NEW SOUTH WALES DISTRICT REGISTRY	NSD 1606 OF 2006

IN THE MATTER OF BRAMBLES INDUSTRIES LIMITED (ACN 000 129 868) AND THE CORPORATIONS ACT 2001 (CTH)

BETWEEN:	BRAMBLES INDUSTRIES LIMITED (ACN 000 129 868) Plaintiff
JUDGE:	LINDGREN J
DATE OF ORDER:	24 NOVEMBER 2006
WHERE MADE:	SYDNEY

THE COURT ORDERS THAT:

1.Pursuant to s 411(4)of the Corporations Act 2001 (Cth) (‘the Act’), the Scheme of Arrangement between the plaintiff and its members (‘the Scheme’) contained in the Explanatory Statement entitled ‘Brambles Information Memorandum Unification Proposal’ provided to the Court on 13 September 2006 and marked ‘Exhibit AA’ be approved.

2. Pursuant to s 411(12) of the Act, the plaintiff be exempt from compliance with s 411(11) of the Act in relation to the Scheme.

3.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	NSD 1606 OF 2006

IN THE MATTER OF BRAMBLES INDUSTRIES LIMITED (ACN 000 129 868) AND THE CORPORATIONS ACT 2001 (CTH)

BETWEEN:	BRAMBLES INDUSTRIES LIMITED (ACN 000 129 868) Plaintiff
JUDGE:	LINDGREN J
DATE:	8 DECEMBER 2006
PLACE:	SYDNEY

REASONS FOR JUDGMENT No 2
(second court hearing)

1. On 13 September 2006 I made orders that the plaintiff (‘BIL’) convene a meeting of its shareholders for the purpose of considering, and, if thought fit, approving, with or without modification, a scheme of arrangement between them and BIL. My reasons for the making of that order were published on 26 September 2006 ([2006] FCA 1273). I will use forms of abbreviation that I used in my earlier reasons.

2. On 24 November 2006 I made orders approving the BIL Scheme.  These are the reasons why I did so.

3. The meeting was duly convened and held on Thursday 9 November 2006. The shareholders approved of the BIL Scheme by the majority stipulated in s 411(4)(a)(ii) of the Act.

4. The related meeting of the shareholders in BIP was held in London on 1 November 2006, and the resolution in favour of the related BIP Scheme was similarly passed by the required majority.

5. Pursuant to the Cash Alternative (described in my earlier reasons at [10]–[22]) approximately US$926 million is to be paid in cash in respect of a total of 93,863,994 shares, representing about 5.7 percent of the total current issued capital of the Brambles Group, and comprising 90,745,866 shares in BIP and 3,118,128 shares in BIL.  The Final Cash Alternative Price is 520 pence per share, equating to A$12.8475 per share.

6. The High Court of Justice, Chancery Division sanctioned the BIL Scheme on 22 November 2006.

7. The Australian Securities and Investments Commission (‘ASIC’) wrote a letter on 20 November 2006 advising that under par 411(17)(b) of the Act, ASIC has no objection to the BIL Scheme on the basis that it is satisfied that the BIL Scheme has not been proposed for the purpose of enabling any person to avoid the operation of any of the provisions of Chapter 6 of the Act.

8. BIL and Brambles Limited have certified that all conditions precedent to the BIL Scheme have been satisfied or waived.

9. It was for the above reasons, that I made the orders of 24 November 2006 pursuant to s 411(4) of the Act approving the BIL Scheme.

I certify that the preceding nine (9) numbered paragraphs are a true copy of the Reasons for Judgment herein of the Honourable Justice Lindgren.

Associate:

Dated:        8 December 2006

Counsel for the Plaintiff:	Mr T F Bathurst QC
Solicitor for the Plaintiff:	Allens Arthur Robinson
Date of Hearing:	24 November 2006
Date of Judgment:	24 November 2006
Date of Publication of Reasons:	8 December 2006