oOh!Media Group Limited, in the matter of oOh!Media Group Limited (No 2)

[2012] FCA 176

FEDERAL COURT OF AUSTRALIA

oOh!Media Group Limited, in the matter of oOh!Media Group Limited (No 2) [2012] FCA 176

Citation:		oOh!Media Group Limited, in the matter of oOh!Media Group Limited (No 2) [2012] FCA 176
Parties:		OOH!MEDIA GROUP LIMITED (ACN 091 780 924)
File number(s):		NSD 52 of 2012
Judge:		YATES J
Date of judgment:		29 February 2012
Catchwords:		CORPORATIONS – scheme of arrangement – second hearing – approval
Legislation:		Corporations Act 2001 (Cth) ss 411, 412
Date of hearing:	29 February 2012
Place:	Sydney
Division:	GENERAL DIVISION
Category:	Catchwords
Number of paragraphs:	10
Counsel for the Plaintiff:	Mr F Gleeson SC
Solicitor for the Plaintiff:	Blake Dawson
Counsel for Outdoor Media Operations Pty Ltd:	Mr M Oakes SC
Solicitor for Outdoor Media Operations Pty Ltd:	Clayton Utz

IN THE FEDERAL COURT OF AUSTRALIA
NEW SOUTH WALES DISTRICT REGISTRY
GENERAL DIVISION	NSD 52 of 2012

IN THE MATTER OF OOH!MEDIA GROUP LIMITED ACN 091 780 924

OOH!MEDIA GROUP LIMITED (ACN 091 780 924)
Plaintiff

JUDGE:	YATES J
DATE OF ORDER:	29 FEBRUARY 2012
WHERE MADE:	SYDNEY

THE COURT ORDERS THAT:

1.Pursuant to subsection 411(4)(b) of the Corporations Act 2001 (Cth) (the Act), the scheme of arrangement between the Plaintiff and the holders of ordinary shares in the Plaintiff (other than Perpetual Trustee Company ACN 000 001 007 as trustee of the CHAMP Buyout III Trust, Perpetual Corporate Trust Limited ACN 000 341 533 as trustee of the CHAMP Buyout III (SWF) Trust and CHAMP Buyout III Pte Ltd Registration No. 200909086E), in the form set out in the form of Exhibit 10 in the proceeding, be approved.

2.Pursuant to subsection 411(12) of the Act, the Plaintiff is exempted from compliance with section 411(11) of the Act.

3.These orders be entered forthwith.  

Note: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 52 of 2012

IN THE MATTER OF OOH!MEDIA GROUP LIMITED ACN 091 780 924

OOH!MEDIA GROUP LIMITED (ACN 091 780 924)
Plaintiff

JUDGE:	YATES J
DATE:	29 FEBRUARY 2012
PLACE:	SYDNEY

REASONS FOR JUDGMENT

(REVISED FROM TRANSCRIPT)

1. The plaintiff seeks orders pursuant to s 411(4)(b) of the Corporations Act 2001 (Cth) (the Act) approving a scheme of arrangement which is Exhibit 10 in this proceeding.

2. On 20 January 2012 I made an order pursuant to s 411(1) of the Act providing for the convening of a meeting of the scheme shareholders (being members of the plaintiff other than those members referred to collectively as the CHAMP III Funds) for the purpose of considering and, if thought fit, agreeing to a scheme of arrangement (with or without modification) between the plaintiff and the scheme shareholders, the terms of which were set out in Attachment B to the scheme booklet, a final draft of which was Exhibit 1 in the proceeding.

3. My reasons for making those orders are contained in oOh!media Group Limited, in the matter of oOh!media Group Limited [2012] FCA 26.

4. I summarised the scheme at [11] to [30] of those reasons.  It is not necessary for me to repeat that summary.  In that connection, I referred to the report of the independent expert Grant Thornton Corporate Finance Limited.  In that report, the opinion was expressed that the scheme was fair and reasonable and in the best interests of the scheme shareholders.  The report also expressed the opinion that the cash consideration under the scheme was fair and reasonable to the scheme shareholders.  I also referred to the fact that the directors of the plaintiff wishing to express a view, recommended that scheme shareholders vote in favour of the scheme in the absence of a superior proposal.  They also recommended that the scheme shareholders elect for the cash consideration.

5. On the evidence before me, I am satisfied that all procedural requirements have been satisfied for the approval that is sought.  In particular, I am satisfied of the following matters.  

   (a)The explanatory statement represented by the scheme booklet was registered with ASIC on 20 January 2012.  

   (b)The scheme meeting was duly convened under s 411 of the Act to be held on 27 January 2012 by sending notice of the scheme meeting by prepaid post to the scheme shareholders on 25 January 2012.

   (c)The explanatory statement was sent with that notice in compliance with s 412(1)(a) of the Act.

   (d)The notice of meeting, explanatory statement and proxy form were contained within the scheme booklet.  The scheme booklet corresponded with Exhibit 1 and Attachment B to Exhibit 1 corresponds with Exhibit 10. 

   (e)Graham Jones acted as Chairman of the scheme meeting as required by order 1(c) made on 20 January 2012. At the scheme meeting, the scheme shareholders passed a resolution in favour of the scheme. The votes cast at that meeting in person and by proxy satisfied the requirements of s 411(4)(a)(ii) of the Act. I should also record that in an earlier general meeting of the plaintiff’s shareholders on 27 February 2012, an ordinary resolution was passed for the purposes of ASX Listing Rule 6.23.2 cancelling certain options subject to the scheme becoming effective. I referred to that matter in [17] and [18] of my earlier reasons.

   (f)Notice of today’s hearing seeking the Court’s approval of the scheme was advertised, as required by order 2 made on 20 January 2012. 

   (g)ASIC has confirmed that it has no objection to the scheme. A written statement to that effect has been produced to the Court in satisfaction of s 411(17)(b) of the Act.

6. I am satisfied that all conditions precedent to the scheme coming into effect (other than the Court’s approval) have been satisfied. 

7. No notice has been served on the plaintiff’s solicitors by any person who wishes to oppose approval of the scheme. 

8. There are no discretionary reasons for withholding approval of the scheme. 

9. I therefore propose to order that the scheme be approved. I will also order at the same time that pursuant to s 411(12) of the Act, the plaintiff be exempted from compliance with s 411(11) of the Act.

10. I have been provided with a draft form of orders.  I make the orders set out in that draft form which I will sign, date and place with the papers.

I certify that the preceding ten (10) numbered paragraphs are a true copy of the Reasons for Judgment herein of the Honourable Justice Yates.

Associate:

Dated:       6 March 2012