Centrebet International Limited; in the matter of Centrebet International Limited (No 2)

[2011] FCA 1098

FEDERAL COURT OF AUSTRALIA

Centrebet International Limited; in the matter of Centrebet International Limited (No 2) [2011] FCA 1098

Citation:		Centrebet International Limited; in the matter of Centrebet International Limited (No 2) [2011] FCA 1098
Parties:		CENTREBET INTERNATIONAL LIMITED ACN 066 441 067
File number(s):		NSD 1048 of 2011
Judge:		JACOBSON J
Date of judgment:		22 August 2011
Legislation:		Corporations Act 2001 (Cth), s 411
Cases cited:		Centrebet International Limited, in the matter of Centrebet International Limited [2011] FCA 870 Professional Investment Holdings Limited, in the matter of Professional Investment Holdings Limited (No 2) [2010] FCA 1336
Date of hearing:	22 August 2011
Place:	Sydney
Division:	GENERAL DIVISION
Category:	No Catchwords
Number of paragraphs:	6
Counsel for the Plaintiff:	Mr M Oakes SC

IN THE FEDERAL COURT OF AUSTRALIA
NEW SOUTH WALES DISTRICT REGISTRY
GENERAL DIVISION	NSD 1048 of 2011

IN THE MATTER OF CENTREBET INTERNATIONAL LIMITED ACN 066 441 067

CENTREBET INTERNATIONAL LIMITED ACN 066 441 067
Plaintiff

JUDGE:	JACOBSON J
DATE OF ORDER:	22 AUGUST 2011
WHERE MADE:	SYDNEY

THE COURT ORDERS THAT:

1. Pursuant to s 411(4)(b) and (6) of the Corporations Act 2001 (“Act”):

(a)the scheme of arrangement between the Plaintiff, Centrebet International Limited (“Centrebet”) and its shareholders (“Share Scheme”), being in the form of the Share Scheme contained in Annexure B of the Scheme Booklet which was registered with the Australian Securities & Investments Commission (“ASIC”) on 13 July 2011 and assigned document number 023747732 (“Scheme Booklet”), be approved subject to the following alterations to the Share Scheme:

(i)   changing the number of Performance Rights on issue from 3,742,903 to 3,740,643 in paragraph (ii) of Recital C on page 1;

(ii)  inserting the word “and” after subparagraph (b)(ii) of Recital E on page 1;

(iii) inserting a full stop at the end of the definition of “Schemes” on page 4;

(iv) deleting the parentheses around the ACN in the definition of “SubCo” on page 4; and

(v)  deleting the word “the” appearing before the word “subject” in clause 3.2(b);

so that the Share Scheme as altered and approved is in the form of Exhibit 2 in the proceeding; and

(b)the scheme of arrangement between Centrebet and its performance rightholders (“Performance Right Scheme”), being in the form of the Performance Right Scheme contained in Annexure C of the Scheme Booklet, be approved subject to the following alterations to the Performance Right Scheme:

(i)   changing the number of Performance Rights on issue from 3,742,903 to 3,740,643 in paragraph (b) of Recital C on page 1;

(ii)  inserting the word “and” after subparagraph (b)(ii) of Recital E on page 1;

(iii) inserting a full stop at the end of the definition of “Schemes” on page 4;

(iv) deleting the parentheses around the ACN in the definition of “SubCo” on page 4;

(v)  deleting the word “the” appearing before the word “subject” in clause 3.2(b); and

(vi) deleting the second colon appearing after the words “Performance Right Scheme Participant” in clause 4(a),

so that the Performance Right Scheme as altered and approved is in the form of Exhibit 3 in the proceeding.

2.   The Plaintiff lodge with ASIC a copy of the approved Share Scheme in the form of Exhibit 2 in the proceeding, and the approved Performance Right Scheme in the form of Exhibit 3 in the proceeding, at the time of lodging a copy of these Orders.

3. Pursuant to s 411(12) of the Act, Centrebet be exempted from compliance with s 411(11) of the Act.

4.   These orders be entered forthwith.

Note:Settlement and entry of orders is dealt with in Rule 39.32 of the Federal Court Rules 2011.

IN THE FEDERAL COURT OF AUSTRALIA
NEW SOUTH WALES DISTRICT REGISTRY
GENERAL DIVISION	NSD 1048 of 2011

IN THE MATTER OF CENTREBET INTERNATIONAL LIMITED ACN 066 441 067

CENTREBET INTERNATIONAL LIMITED ACN 066 441 067
Plaintiff

JUDGE:	JACOBSON J
DATE:	22 AUGUST 2011
PLACE:	SYDNEY

REASONS FOR JUDGMENT

1. This is the second court hearing of an application to approve two schemes of arrangement between Centrebet International Limited and its shareholders and performance right holders.  The details of the schemes are set out in the reasons for judgment given by Emmett J when his Honour made orders convening scheme meetings on 13 July 2011: see Centrebet International Limited, in the matter of Centrebet International Limited [2011] FCA 870. I do not need to say anything further about the schemes.

2. The scheme meetings convened by the orders of Emmett J were duly held.  The schemes were approved by overwhelming majorities at both of the scheme meetings.  The relevant matters relating to the statutory majorities obtained at the meetings are set out in the written submissions provided by senior counsel for Centrebet.  I will mark the submissions as MFI-1. 

3. I am satisfied for the reasons set out in the written submissions that I ought to make the orders.  Mr Oakes SC has taken me in some detail this morning through the evidence which is required for me to be satisfied as to all of the procedural steps and other matters. 

4. The only matter to which I should refer very briefly is that there are some minor textual alterations in the terms of the schemes as set out in the orders. I am satisfied for the reasons referred to in Mr Oakes’ submissions that these textual alterations fall within the power of the court under s 411(6) of the Corporations Act 2001 (Cth). The authorities are referred to in the written submissions, and I need not repeat them.

5. I made alteration orders in slightly different circumstances in Professional Investment Holdings Limited, in the matter of Professional Investment Holdings Limited (No 2) [2010] FCA 1336. The situation in that case was different from that which arises this morning. Here, the alterations are essentially housekeeping amendments upon which I need not make any further comment.

6. For these reasons, I will make orders in terms of the draft order handed to me by Mr Oakes this morning, which I will sign and date and place with the court papers.

I certify that the preceding six (6) numbered paragraphs are a true copy of the Reasons for Judgment herein of the Honourable Justice Jacobson.

Associate:

Dated:        22 August 2011