Gerard Lighting Group Limited, in the matter of Gerard Lighting Group Limited (No 2)

[2012] FCA 1114

FEDERAL COURT OF AUSTRALIA

Gerard Lighting Group Limited, in the matter of Gerard Lighting Group Limited (No 2) [2012] FCA 1114

Citation:		Gerard Lighting Group Limited, in the matter of Gerard Lighting Group Limited (No 2) [2012] FCA 1114
Parties:		GERARD LIGHTING GROUP LIMITED ACN 141 079 594
File number:		NSD 1129 of 2012
Judge:		JAGOT J
Date of judgment:		10 October 2012
Legislation:		Corporations Act 2001 (Cth)
Date of hearing:	10 October 2012
Place:	Sydney
Division:	GENERAL DIVISION
Category:	No catchwords
Number of paragraphs:	6
Counsel for the Plaintiff:	Mr F Gleeson SC and Mr J Redwood
Solicitor for the Plaintiff:	Johnson Winter & Slattery
Counsel for Lighting Investments Australia Pty Limited:	Mr I Jackman SC
Solicitor for Lighting Investments Australia Pty Limited:	Gilbert + Tobin

IN THE FEDERAL COURT OF AUSTRALIA
NEW SOUTH WALES DISTRICT REGISTRY
GENERAL DIVISION	NSD 1129 of 2012

IN THE MATTER OF GERARD LIGHTING GROUP LIMITED ACN 141 079 594

BETWEEN: GERARD LIGHTING GROUP LIMITED ACN 141 079 594
Plaintiff

JUDGE:	JAGOT J
DATE OF ORDER:	10 OCTOBER 2012
WHERE MADE:	SYDNEY

THE COURT ORDERS THAT:

1.Pursuant to section 411(4)(b) of the Corporations Act 2001 (Cth) (Act), the scheme of arrangement between Gerard Lighting Group Limited (ACN 141 079 594) (Gerard Lighting) and the holders of fully paid ordinary shares of Gerard Lighting, in the form annexed hereto and marked “A”, be approved.

2.Pursuant to section 411(12) of the Act, Gerard Lighting be exempted from compliance with section 411(11) of the Act in respect of the scheme of arrangement referred to in Order 1.

3.These Orders to be entered forthwith.

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

ANNEXURE A

IN THE FEDERAL COURT OF AUSTRALIA
NEW SOUTH WALES DISTRICT REGISTRY
GENERAL DIVISION	NSD 1129 of 2012

IN THE MATTER OF GERARD LIGHTING GROUP LIMITED ACN 141 079 594

BETWEEN: GERARD LIGHTING GROUP LIMITED ACN 141 079 594
Plaintiff

JUDGE:	JAGOT J
DATE:	10 OCTOBER 2012
PLACE:	SYDNEY

REASONS FOR JUDGMENT

1. This is the second court hearing in relation to the approval of a scheme of arrangement in the matter of Gerard Lighting Group Ltd (Gerard Lighting Group).  The evidence confirms that all relevant procedural and substantive requirements have been satisfied. 

2. In particular, according to the report from Computershare Investor Services Pty Limited, the resolution to the effect that the proposed scheme of arrangement be entered into was the subject of voting at the meeting on 5 October 2012.  The number of votes cast by members in favour of the resolution equated to 99.93%, whereas votes against was 0.07%. 

3. There is a letter dated 9 October 2012 from the Australian Securities and Investments Commission (ASIC), as contemplated under s 411(17)(b) of the Corporations Act 2001 (Cth) (the Corporations Act), confirming that ASIC has no objection to the scheme of arrangement. 

4. There is also in evidence a certificate from Gerard Lighting Group certifying that all of the conditions precedent have been satisfied, other than one condition which has been waived, and an equivalent certificate from Lighting Investments Australia Pty Limited.

5. In addition, in terms of s 411(17)(a) of the Corporations Act, I am satisfied that the arrangement 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 Corporations Act.

6. Accordingly, I am satisfied that orders should be made in accordance with the proposed short minutes of order.

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

Associate:

Dated:       12 October 2012