CSR LIMITED

[2003] FCA 285

FEDERAL COURT OF AUSTRALIA

CSR LIMITED [2003] FCA 285

CORPORATIONS – scheme of arrangement for shareholders – substantial Australian listed public company – demerger of wholly owned subsidiary public company and its subsidiaries for purpose of becoming listed – conditions precedent satisfied – employee share plans indirectly involved – scheme approved.

Corporations Act 2001 (Cth) ss 411(4)(b), 411(12) and 411(17)(b)

Re CSR Ltd [2003] FCA 82 referred to
Re Stockbridge Ltd (1993) 9 ACSR 637 cited
Re Chevron (Sydney) Ltd [1963] VR 249 cited
Re NRMA Ltd (No 2) (2000) 34 ACSR 261 cited
Re Foundation Healthcare Ltd (No 2) (2002) 43 ACSR 680 cited

CSR LIMITED

IN THE MATTER OF CSR LIMITED ABN 90 000 001 276

N 3002 OF 2003

CONTI J
28 MARCH 2003
SYDNEY

IN THE FEDERAL COURT OF AUSTRALIA
NEW SOUTH WALES DISTRICT REGISTRY	N 3002 OF 2003

IN THE MATTER OF CSR LIMITED (ABN 90 000 001 276)

BETWEEN:	CSR LIMITED (ABN 90 000 001 276) PLAINTIFF
JUDGE:	CONTI J
DATE OF ORDER:	28 MARCH 2003
WHERE MADE:	SYDNEY

THE COURT ORDERS THAT:

1.Pursuant to s 411(4)(b) of the Corporations Act 2001 (Cth), the plaintiff’s scheme of arrangement, annexed to these orders and marked “A”, be approved.

2.Pursuant to s 411(12) of the Corporations Act 2001 (Cth), the Plaintiff be exempted from compliance with s 411(11) of the Corporations Act 2001 (Cth).

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	N 3002 OF 2003

IN THE MATTER OF CSR LIMITED (ABN 90 000 001 276)

BETWEEN:	CSR LIMITED (ABN 90 000 001 276) PLAINTIFF
JUDGE:	CONTI J
DATE:	28 MARCH 2003
PLACE:	SYDNEY

REASONS FOR JUDGMENT

1. On 7 February 2003, I made an order pursuant to s 411(1) of the Corporations Act 2001 (Cth) (“the Act”) for the convening by CSR Limited (“CSR”), a substantial listed public company, of a meeting of shareholders for the purpose of considering, and if thought fit approving, a scheme of arrangement, with or without modification, proposed to be made between CSR and its shareholders, the terms of which are contained in an Explanatory Statement, and since incorporated into a so-called Scheme Booklet and sent to CSR shareholders in conformity with those orders. The essence of the scheme is the demerger of about 30% of the current CSR group’s asset structure, based on pre-tax profit and revenues, comprising the Rinker Group Limited (“Rinker”), a wholly owned subsidiary of CSR engaged in the production of heavy building materials, along with Rinker’s subsidiaries. My reasons for making those orders appear in CSR Limited [2003] FCA 82, where the details of the scheme are broadly described. I further ordered, inter alia, that Rule 2.15 of the Federal Court (Corporations) Rules 2000 (Cth) should not apply to the Scheme meeting, and that compliance with Rule 3.4(3)(a) of those Rules be dispensed with.

2. Pursuant to s 411(4) of…