Anzon Australia Limited in the matter of Anzon Australia Limited (No 2)

[2008] FCA 671

FEDERAL COURT OF AUSTRALIA

Anzon Australia Limited in the matter of Anzon Australia Limited (No 2) [2008]
FCA 671

ANZON AUSTRALIA LIMITED (ABN 46 107 406 771) IN THE MATTER OF ANZON AUSTRALIA LIMITED (ABN 46 107 406 771)

NSD 264 OF 2008

LINDGREN J
14 MAY 2008
SYDNEY

IN THE FEDERAL COURT OF AUSTRALIA
NEW SOUTH WALES DISTRICT REGISTRY	NSD 264 OF 2008

IN THE MATTER OF ANZON AUSTRALIA LIMITED (ABN 46 107 406 771)

ANZON AUSTRALIA LIMITED (ABN 46 107 406 771)
Plaintiff

JUDGE:	LINDGREN J
DATE OF ORDER:	7 MAY 2008
WHERE MADE:	SYDNEY

THE COURT ORDERS THAT:

1.The meeting of holders of ordinary shares in the Plaintiff (Anzon Australia) convened by Anzon Australia pursuant to order 1(a) of this Court made on 4 March 2008, which was opened and adjourned on 18 March 2008 to a date to be fixed by the Chairman (Scheme Meeting) be dissolved and not be resumed.

2.Orders 2 and 4 of the orders made in these proceedings on 4 March 2008 and order 5 of the orders made on 11 April 2008 be vacated.

3.Anzon Australia publish in The Australian newspaper on or before 9 May 2008 a notice substantially in the form of “Annexure A” hereto.

4.The proceeding be otherwise dismissed.

5.These orders to be taken out 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 264 OF 2008

IN THE MATTER OF ANZON AUSTRALIA LIMITED (ABN 46 107 406 771)

ANZON AUSTRALIA LIMITED (ABN 46 107 406 771)
Plaintiff

JUDGE:	LINDGREN J
DATE:	14 MAY 2008
PLACE:	SYDNEY

REASONS FOR JUDGMENT (No 2)

1. On 7 May 2008, I ordered that a meeting of holders of ordinary shares in the plaintiff (Anzon Australia) convened by Anzon Australia pursuant to Order 1(a) of this Court made on 4 March 2008, which was opened and adjourned on 18 April 2008 to a date to be fixed by the Chairmen (Scheme Meeting), be dissolved and not be resumed.  I also made ancillary orders.  These are the reasons why I made those orders.

2. The meeting was convened pursuant to an order that I made on 4 March 2008.  On 11 March 2008, I published my reasons for the making of that and other orders: see Anzon Australia Limited, in the matter of Anzon Australia Limited [2008] FCA 309. The Scheme Meeting related to a proposed scheme of arrangement between Anzon Australia and its shareholders (Scheme). The Scheme was related to a merger of Anzon Australia with Nexus Energy Limited (Nexus).

3. Anzon Energy Limited (Anzon Energy) holds, directly or indirectly, 53.1% of the shares in Anzon Australia.  Earlier on 7 May 2008, I made an order that a scheme meeting relating to a proposed merger of Anzon Energy with Nexus also be dissolved and not be resumed.  The circumstances of the present applicationare similar to the circumstances that led to the making of the order in relation to the scheme meeting of Anzon Energy.  One difference is that Anzon Energy also convened an extraordinary general meeting, whereas there was no occasion for Anzon Australia to do so.

4. I adopt the reasons that I gave in relation to the Anzon Energy scheme meeting (see Anzon Energy Limited, in the matter of Anzon Energy Limited (No 2) [2008] FCA 672) as my reasons why I made the orders on 7 May 2008 in relation to the Anzon Australia Scheme Meeting.

5. The Australian Securities and Investments Commission was aware of the present application and had indicated that it did not intend to appear.

I certify that the preceding five (5) numbered paragraphs are a true copy of the Reasons for Judgment herein of the Honourable Justice Lindgren.

Associate:

Dated:        14 May 2008

Solicitor for Plaintiff:	Mr S Clyne of Deacons
Date of Hearing:	7 May 2008
Date of Judgment:	14 May 2008