IOR Friendly Society Ltd ACN 087 648 940 v IOR Group Limited

[2007] FCA 971

FEDERAL COURT OF AUSTRALIA

IOR Friendly Society Ltd ACN 087 648 940 v IOR Group Limited
ACN 124 030 253 No 2 [2007] FCA 971

IOR FRIENDLY SOCIETY LTD ACN 087 648 940 v IOR GROUP LIMITED
ACN 124 030 253

NSD756 OF 2007

EMMETT J
23 MAY 2007
SYDNEY

IN THE FEDERAL COURT OF AUSTRALIA
NEW SOUTH WALES DISTRICT REGISTRY	NSD756 OF 2007

BETWEEN:	IOR FRIENDLY SOCIETY LTD ACN 087 648 940 Plaintiff
AND:	IOR GROUP LIMITED ACN 124 030 253 Defendant

JUDGE:	EMMETT J
DATE OF ORDER:	23 MAY 2007
WHERE MADE:	SYDNEY

THE COURT ORDERS THAT:

1.On or before 28 May 2007, the Plaintiff (IOR) publish a notice in, or to the effect of, annexure “A” to these orders, in each of the following daily newspapers:

(a)     a newspaper circulating nationally;

(b)     a newspaper circulating in the State of Queensland;

(c)     a newspaper circulating in the State of New South Wales;

(d)     a newspaper circulating in the State of Victoria;

(e)     a newspaper circulating in the State of South Australia; and

(f)     a newspaper circulating in the State of Western Australia.

2.These Orders be entered forthwith.

Note:   Settlement and entry of orders is dealt with in Order 36 of the Federal Court Rules.

ANNEXURE A

IOR FRIENDLY SOCIETY LIMITED
ABN 50 087 648 940

Are you a member of IOR Friendly Society Limited?

Meetings of the members of IOR Friendly Society Limited (IOR) have been convened to consider a proposal that the company demutualise.  The meetings of members will be held at Crowne Plaza Norwest, 1 Columbia Court, Baulkham Hills NSW 2153, commencing at 10.30am on 21 June 2007.

IOR is particularly looking for members with whom it has lost contact and who may not have received recent correspondence from IOR, which may have included notices regarding any Benefit Policies they may hold or Annual Reports (if they have elected to receive them).

If you have not received a copy of an Explanatory Memorandum relating to the demutualisation proposal, with accompanying notices of these meetings and proxy forms by 1 June 2007, please telephone IOR at 1800 009 313 for copies of the documents to be mailed to you.

C L Henderson

Company Secretary

IN THE FEDERAL COURT OF AUSTRALIA
NEW SOUTH WALES DISTRICT REGISTRY	NSD756 OF 2007

BETWEEN:	IOR FRIENDLY SOCIETY LTD ACN 087 648 940 Plaintiff
AND:	IOR GROUP LIMITED ACN 124 030 253 Defendant

JUDGE:	EMMETT J
DATE:	23 MAY 2007
PLACE:	SYDNEY

REASONS FOR JUDGMENT

1. On 16 May 2007 I made orders under s 411 of the Corporations Act 2001 (Cth) (the Act) that the Society convene a meeting of its members for the purpose of considering and, if thought fit, agreeing to a scheme of arrangement intended to achieve the demutualisation of the Society. The scheme contemplates that there may be members of the Society who cannot be located and provision is made in the scheme for dealing with shares that are to be issued to members who cannot be located. The Society has now ascertained that there are quite a number of members for whom they have no address at all. The Society therefore wishes to take steps to bring to the attention of those members for whom the Society has no address, the Court’s orders convening a meeting of members.

2. The Explanatory Memorandum and Notice of Meeting is to be dispatched over several days commencing 25 May 2007.  It will take several days for all of the documents to be dispatched having regard to the numbers of members.  The meeting is fixed for 21 June 2007.  The Society proposes to publish a notice in newspapers circulating in the states where the Society has a presence, informing members of the Court’s orders and inviting any member who has not received the Explanatory Memorandum relating to the demutualisation proposal by 1 June 2007, to telephone the Society for the purpose of obtaining copies of the documents.

3. The proposal is that an advertisement be placed in a daily newspaper circulating nationally and a daily newspaper circulating in each of the states where the Society has a presence.  That course seems to me to be desirable.  Although it is not a perfect solution, it will go some way towards drawing to the attention of members the proposed scheme of arrangement, where the Society has no record of an address for those members. 

I certify that the preceding three (3) numbered paragraphs are a true copy of the Reasons for Judgment herein of the Honourable Justice Emmett.

Associate:

Dated:       28 June 2007

Counsel for the Plaintiff:	Mr M Oakes SC
Solicitor for the Plaintiff:	Minter Ellison
The Defendant did not appear.
Date of Hearing:	23 May 2007
Date of Judgment:	23 May 2007