Re Cashcard Australia Ltd

[2004] FCA 223

FEDERAL COURT OF AUSTRALIA

Cashcard Australia Limited (ABN 74 002 405 754) [2004] FCA 223

SCHEME OF ARRANGEMENT – members scheme – separate classes of members

Corporations Act 2001 (Cth) s 411

Application of Australian Co-Operative Foods Limited (2001) 38 ACSR 71
Re CMPS & F Pty Ltd, (1997) 24 ACSR 728
Re Jax Marine Pty Ltd [1967] 1 NSWR 145
ReNRMA Limited (1999-2000) 33 ACSR 595
Re The Hills Motorway Ltd (2002) 43 ACSR 101
Sovereign Life Assurance Co v Dodd [1892] 2 QB 573

IN THE MATTER OF CASHCARD AUSTRALIA LTD  (ABN 74 002 405 754)
N 164 of 2004

JACOBSON J
27 FEBRUARY 2004
SYDNEY

IN THE FEDERAL COURT OF AUSTRALIA
NEW SOUTH WALES DISTRICT REGISTRY	No N 164 of 2004

CASHCARD AUSTRALIA LTD (ABN 74 002 405 754)

Plaintiff

(IN THE MATTER OF CASHCARD AUSTRALIA LTD)

JUDGE:	JACOBSON J
DATE OF ORDER:	27 FEBRUARY 2004
WHERE MADE:	SYDNEY

THE COURT ORDERS THAT:

Orders be made in accordance with paragraphs 1 to 5 of the short minutes of order dated 27 February 2004.

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

N 164 of 2004

CASHCARD AUSTRALIA LTD
ABN 74 002 405 754
Plaintiff

(IN THE MATTER OF CASHCARD AUSTRALIA LTD)

JUDGE:	JACOBSON J
DATE:	27 FEBRUARY 2004
PLACE:	SYDNEY

REASONS FOR JUDGMENT

1. This is an application to convene a meeting of members pursuant to s 411(1) of the Corporations Act 2001 (Cth) to consider and, if thought fit, to approve a scheme of arrangement between Cashcard and its shareholders, the terms of which are contained in an explanatory statement which is part of the scheme booklet.

2. The following affidavits have been read in support of the application, an affidavit of Mr Richard Michael Haddock affirmed 16 February 2004, an affidavit of Mr Paul John Joseph Biancardi affirmed 25 February 2004, an affidavit of Mr Richard Michael Haddock affirmed 25 February 2004, an affidavit of Mr March Bernard Joseph Crean sworn 25 February 2004, an affidavit of Mr Gregory Craig Nash affirmed 25 February 2004, an affidavit of Mr Craig Lloyd Edwards sworn 24 February 2004, an affidavit of Mr Wayne Richard Lonergan sworn 24 February 2004 and finally an affidavit of Mr Antony Robert Damian sworn 27 February 2004.  The exhibits to all of those affidavits were tendered with the exception of an earlier draft of the scheme booklet.  The final form of the booklet was substituted for the earlier draft and that document was Exhibit A on this application. 

3. An issue has arisen as to whether the possibility of payments being made to two persons who are defined as the specified persons on page 19 of the scheme booklet constitute a separate class such that there ought to be a separate class meeting.  There are four persons who constitute the specified persons but only Mr Greg Baker and Mr Greg Monaghan are relevant…