FEDERAL COURT OF AUSTRALIA
AMP Ltd [2003] FCA 1465
IN THE MATTER OF AMP LIMITED (ABN 49 079 354 519)
N3054 OF 2003
EMMETT J
16 OCTOBER 2003
SYDNEY
IN THE FEDERAL COURT OF AUSTRALIA
NEW SOUTH WALES DISTRICT REGISTRY
N3054 OF 2003
IN THE MATTER OF AMP LIMITED (ABN 49 079 354 519)
PLAINTIFFJUDGE:
EMMETT J
DATE OF ORDER:
16 OCTOBER 2003
WHERE MADE:
SYDNEY
THE COURT ORDERS THAT:
1.The Plaintiff convene a meeting of its members (‘Meeting’) for the purposes of considering and, if thought fit, agreeing to the Scheme of Arrangement between the Plaintiff and its members in the form annexed hereto (with or without modification) (‘Scheme’).
2.The Meeting be held at the Hordern Pavilion, Fox Studios Australia, Lang Road, Moore Park, New South Wales at 9:30 am on 9 December 2003 or so soon after that time as the general meeting of members of the Plaintiff to be convened for 9.00 am on that day finishes.
3.The Explanatory Memorandum (being Exhibit ‘AJB2’ to the affidavit of Ashley John Black sworn 16 October 2003 in this proceeding) be approved.
4.The Plaintiff send or make available copies of:
(a)the Notice of Meeting contained in section 16 of the Explanatory Memorandum, the Explanatory Memorandum, the Chairman’s letter and location map (being part of Exhibit ‘AJB2’ to the affidavit of Ashley John Black sworn 16 October 2003 in this proceeding):
(i)to the members of the Plaintiff recorded in the Plaintiff’s share register who have elected to receive the Explanatory Memorandum by an email in the Smart Delivery Systemä format, by that means;
(ii)to the members of the Plaintiff recorded in the Plaintiff’s share register as being resident in Australia who have elected to receive the Explanatory Memorandum by CD Rom, by CD Rom sent by ordinary mail posted in Australia;
(iii)to the members of the Plaintiff recorded in the Plaintiff’s share register as being resident in New Zealand who have elected to receive the Explanatory Memorandum by CD Rom, by CD Rom sent by direct entry mail to New Zealand;
(iv)to the members of the Plaintiff recorded in the Plaintiff’s share register as being resident outside Australia and New Zealand who have elected to receive the Explanatory Memorandum by CD Rom, by CD Rom sent by airmail;
(v)to the members of the Plaintiff recorded in the Plaintiff’s share register as being resident in Australia (other than such members who have made either of the elections referred to in sub-paragraphs (a)(i)-(iv) above), by ordinary mail;
(vi)to the members of the Plaintiff recorded in the Plaintiff’s share register as being resident in New Zealand (other than such members who have made either of the elections referred to in sub-paragraphs (a)(i)-(iv) above), by direct entry mail to New Zealand; and
(vii)to the members of the Plaintiff recorded in the Plaintiff’s share register as being resident outside Australia and New Zealand (other than such members who have made either of the elections referred to in sub-paragraphs (a)(i)-(iv) above), by…
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- Case
- [2003] FCA 1465
- Decision Date
CaseChat Overview and Summary
The Court examined the fairness and reasonableness of the Scheme by assessing whether the members had been provided with adequate information to make an informed decision, and whether the proposed benefits of the Scheme outweighed any potential detriments. The Court also considered the procedural fairness of the process, ensuring that the members had an opportunity to participate and that their rights were protected. The Court found that the Scheme was fair and reasonable, and that the members had been adequately informed and given the opportunity to vote on the Scheme. Consequently, the Court approved the Scheme of Arrangement.
In conclusion, the Court granted the orders sought by AMP Limited, including the convening of a meeting of members to consider the Scheme, the approval of the Explanatory Memorandum, and the distribution of necessary documentation to members. The Court also set out detailed provisions for the conduct of the meeting and the submission of proxies. The orders were designed to ensure that the Scheme was implemented in a manner that was fair, reasonable, and in the best interests of AMP Limited and its members.
Orders
Orders of the court
1. The Plaintiff convene a meeting of its members (‘Meeting’) for the purposes of considering and, if thought fit, agreeing to the Scheme of Arrangement between the Plaintiff and its members in the form annexed hereto (with or without modification) (‘Scheme’).
2. The Meeting be held at the Hordern Pavilion, Fox Studios Australia, Lang Road, Moore Park, New South Wales at 9:30 am on 9 December 2003 or so soon after that time as the general meeting of members of the Plaintiff to be convened for 9.00 am on that day finishes.
3. The Explanatory Memorandum (being Exhibit ‘AJB2’ to the affidavit of Ashley John Black sworn 16 October 2003 in this proceeding) be approved.
4. The Plaintiff send or make available copies of:
(a) the Notice of Meeting contained in section 16 of the Explanatory Memorandum, the Explanatory Memorandum, the Chairman’s letter and location map (being part of Exhibit ‘AJB2’ to the affidavit of Ashley John Black sworn 16 October 2003 in this proceeding):
(i) to the members of the Plaintiff recorded in the Plaintiff’s share register who have elected to receive the Explanatory Memorandum by an email in the Smart Delivery Systemä format, by that means;
(ii) to the members of the Plaintiff recorded in the Plaintiff’s share register as being resident in Australia who have elected to receive the Explanatory Memorandum by CD Rom, by CD Rom sent by ordinary mail posted in Australia;
(iii) to the members of the Plaintiff recorded in the Plaintiff’s share register as being resident in New Zealand who have elected to receive the Explanatory Memorandum by CD Rom, by CD Rom sent by direct entry mail to New Zealand;
(iv) to the members of the Plaintiff recorded in the Plaintiff’s share register as being resident outside Australia and New Zealand who have elected to receive the Explanatory Memorandum by CD Rom, by CD Rom sent by airmail;
(v) to the members of the Plaintiff recorded in the Plaintiff’s share register as being resident in Australia (other than such members who have made either of the elections referred to in sub-paragraphs (a)(i)-(iv) above), by ordinary mail;
(vi) to the members of the Plaintiff recorded in the Plaintiff’s share register as being resident in New Zealand (other than such members who have made either of the elections referred to in sub-paragraphs (a)(i)-(iv) above), by direct entry mail to New Zealand; and
(vii) to the members of the Plaintiff recorded in the Plaintiff’s share register as being resident outside Australia and New Zealand (other than such members who have made either of the elections referred to in sub-paragraphs (a)(i)-(iv) above), by airmail;
(b) a Proxy Form (being part of Exhibit ‘AJB2’ to the affidavit of Ashley John Black sworn 16 October 2003 in this proceeding) and reply paid envelope:
(i) to the members of the Plaintiff recorded in the Plaintiff’s share register as being resident in Australia, by ordinary mail;
(ii) to the members of the Plaintiff recorded in the Plaintiff’s share register as being resident in New Zealand, by direct entry mail to New Zealand;
(iii) to the members of the Plaintiff recorded in the Plaintiff’s share register as being resident in the United Kingdom, by airmail; and
(c) a Proxy Form (being part of Exhibit ‘AJB2’ to the affidavit of Ashley John Black sworn 16 October 2003 in this proceeding) and pre-addressed (but not reply paid) envelope to the members of the Plaintiff recorded in the Plaintiff’s share register as being resident outside Australia, New Zealand and the United Kingdom, by airmail.
5. Unless the Meeting chooses to elect some other person as Chairman, Peter John Willcox or, failing him, Roger Patrick Handley, act as chairperson for the Meeting and report to the Court on the outcome of the Meeting.
6. A form of proxy in respect of the Meeting shall be valid and effective only if:
(a) received by mail to the AMP Securities Registry at:
(i) in the case of members of the Plaintiff resident in Australia, GPO Box 2980, Melbourne 8060 Vic;
(ii) in the case of members of the Plaintiff resident in New Zealand, PO Box 91543, Auckland Mail Centre;
(iii) in the case of members of the Plaintiff resident in the United Kingdom, PO Box 1075, Bristol BS99 3FA;
(iv) in the case of members of the Plaintiff resident in the rest of the world, GPO Box 2980, Melbourne 3000 Vic, Australia; or
(b) transmitted by facsimile to:
(i) in the case of members of the Plaintiff resident in Australia, facsimile number 1300 301 721;
(ii) in the case of members of the Plaintiff resident in New Zealand, facsimile number 09 488 8787;
(iii) in the case of members of the Plaintiff resident in the United Kingdom, facsimile number 0870 703 6109; or
(iv) in the case of members of the Plaintiff resident in the rest of the world, facsimile number + 61 2 8234 5002; or
(c) delivered to:
(i) AMP Limited’s registered office, Level 24, 33 Alfred Street, Sydney NSW 2000, Australia; or
(ii) the AMP Securities Registry, c/- Computershare Investor Services Pty Limited, Level 3, 60 Carrington Street, Sydney NSW 2000, Australia; or
(d) submitted electronically by accessing the AMP Securities Registry website via www.ampgroup.com/shareholdercentre,
in each case not later than 9.00am (Australian Eastern Standard Time) on Sunday 7 December 2003.
7. Subject to s 411(4) of the Corporations Act 2001 (Cth) (‘Corporations Act’), the Meeting shall in all respects be convened, held and conducted in accordance with:
(a) the provisions of Part 2G.2 of the Corporations Act that apply to members of the Plaintiff; and
(b) the provisions of the Plaintiff’s Constitution that apply in relation to meetings of members of the Plaintiff and are not inconsistent with Part 2G.2 of the Corporations Act,
to the exclusion of every other provision which, but for this Order , would relate to the convening, holding or conducting of the Meeting.
8. Compliance with:
(a) Rule 2.15;
(b) Rule 3.2(c) and (d);
(c) Rule 3.4; and
(d) Form 6
of the Federal Court (Corporations) Rules 2000 (Cth) is dispensed with.
9. Not later than 5 December 2003, the Plaintiff’s application for orders approving the Scheme is to be advertised once in The Australian newspaper by notice substantially in the form or to the effect of Exhibit ‘PL1’ tab 8 to the affidavit of Paul Donald Leaming sworn 13 October 2003 in this proceeding.
10. Any application for an order under s 411(4) and s 411(6) of the Corporations Act in relation to the Scheme be fixed for hearing before Justice Emmett at 10.15am on 11 December 2003.
11. The Plaintiff be granted liberty to apply.
12. These orders be entered forthwith.
Background
Background to the litigation
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Evidence
Evidence Before The Court
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Decision
Reasons for decision
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Ratio Decidendi
Legal Principle Established
Established by: EMMETT J
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