Re Alinta Ltd (No 2)

[2007] FCA 1378

FEDERAL COURT OF AUSTRALIA

Alinta Limited (ABN 11 119 985 590), in the matter of Alinta Limited
(ABN 11 119 985 590) No 2 [2007] FCA 1378

ALINTA LIMITED ABN 11 119 985 590, IN THE MATTER OF ALINTA LIMITED ABN 11 119 985 590

NSD 1134 OF 2007

EMMETT J
13 JULY 2007
SYDNEY

IN THE FEDERAL COURT OF AUSTRALIA
NEW SOUTH WALES DISTRICT REGISTRY	NSD 1134 OF 2007

IN THE MATTER OF ALINTA LIMITED ABN 11 119 985 590

ALINTA LIMITED Plaintiff
JUDGE:	EMMETT J
DATE OF ORDER:	13 JULY 2007
WHERE MADE:	SYDNEY

THE COURT ORDERS THAT:

1.A document substantially in the form of Exhibit 1 (the Booklet) may be despatched to those Alinta Shareholders (as that term is defined in paragraph 1(a) of the orders made by the Court on 2 July 2007) who have nominated via the eTree program operated by Computershare Investor Services Pty Ltd an electronic address for the purposes of receiving notification of notices of any meeting, by sending an email substantially in the form of Annexure “A” to each such Alinta Shareholder on or before 5.00pm on 16 July 2007. 

2.Further to paragraph 5 of the orders made by the Court on 2 July 2007, it shall not be necessary for the Booklet to be despatched by prepaid ordinary post (or in the case of overseas members, by airmail) to the registered address of those Alinta Shareholders to whom the Booklet has been despatched as contemplated in order 1 above. 

3.The document referred to in paragraph 5(c) of the orders made by the Court on 2 July 2007 need only be despatched to Alinta Shareholders.

4.In addition to the methods for lodging proxy forms set out in paragraph 12(a), (b) and (c) of the orders made by the Court on 2 July 2007, Alinta Shareholders and Alinta Optionholders (as that term is defined in paragraph 1(b) of the orders made by the Court on 2 July 2007) may lodge a proxy form online, at in accordance with the instructions given in the Booklet.

5.The proceeding be stood over to 17 August 2007 at not before 11.30 am before Justice Emmett for the hearing of any application to approve the Share Scheme and the Option Scheme (as those terms are defined in the orders made by the Court on 2 July 2007).

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	NSD 1134 OF 2007

IN THE MATTER OF ALINTA LIMITED ABN 11 119 985 590

ALINTA LIMITED Plaintiff
JUDGE:	EMMETT J
DATE:	13 JULY 2007
PLACE:	SYDNEY

REASONS FOR JUDGMENT

1. On 2 July 2007, the Court made orders under s 411 of the Corporations Act 2001 (Cth) (the Act) for Alinta Limited (the Company) to convene meetings of its members for the purpose of considering and, if thought fit, agreeing to schemes of arrangement. The constitution of the Company provides that notice of a meeting of members may be sent by electronic message to an electronic address nominated by the member. That provision is in accordance with the regime provided for in ss 249J(3) and 249J(3A) of the Act, which recognises the significance of the Internet as a means of communication. Some 12,747 members of the Company have elected to receive notification from the Company by email sent to an electronic address nominated by the relevant member for that purpose.

2. The Company seeks, in effect, the indulgence of the Court to vary the regime that was laid down on 2 July 2007 to provide that, instead of sending documents to certain members physically, those members who have elected to receive notices electronically, be notified of the meetings electronically. Section 412 of the Act provides that where a meeting is convened under section 411, the company must send certain material to the members. That provision does not appear to recognise the regime provided for in s 249J. However, under s 1319 of the Act, where the Court orders a meeting to be convened, the Court may, subject to the Act, give such directions with respect to the convening, holding or conduct of the meeting and such ancillary or consequential directions in relation to the meeting as it thinks fit. I do not consider that acceding to the Company’s request would be inconsistent with any other provision of the Act.

3. Accordingly, I propose to make orders that those members of the Company who have given notice to the Company that they may be notified of meetings electronically be notified of the meeting convened by the Court in that manner. 

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:       13 September 2007

Counsel for the Plaintiff:	T F Bathurst QC with S M Nixon
Solicitor for the Plaintiff:	Blake Dawson Waldron
Date of Hearing:	13 July 2007
Date of Judgment:	13 July 2007