FEDERAL COURT OF AUSTRALIA
Centrebet International Limited, in the matter of Centrebet International Limited [2011] FCA 870
Citation: Centrebet International Limited, in the matter of Centrebet International Limited [2011] FCA 870 Parties: CENTREBET INTERNATIONAL LIMITED ACN 066 441 067 File number: NSD 1048 of 2011 Judge: EMMETT J Date of judgment: 13 July 2011 Legislation: Corporations Act 2001 (Cth) s 411 Date of hearing: 13 July 2011 Place: Sydney Division: GENERAL DIVISION Category: No catchwords Number of paragraphs: 30 Counsel for the plaintiff: M Oakes SC Solicitor for the plaintiff: Clifford Chance Counsel for Sbet Australia Pty Ltd: RM Foreman Solicitor for Sbet Australia Pty Ltd: Addisons
IN THE FEDERAL COURT OF AUSTRALIA
NEW SOUTH WALES DISTRICT REGISTRY
GENERAL DIVISION
NSD 1048 of 2011
IN THE MATTER OF CENTREBET INTERNATIONAL LIMITED ACN 066 441 067
CENTREBET INTERNATIONAL LIMITED ACN 066 441 067
JUDGE:
EMMETT J
DATE OF ORDER:
13 JULY 2011
WHERE MADE:
SYDNEY
THE COURT ORDERS THAT:
1. Pursuant to s 411(1) of the Corporations Act 2001 (Cth) (the Act):
(a) the Plaintiff, Centrebet International Limited (Centrebet) convene:
(i)a meeting (Share Scheme Meeting) of the holders of shares in Centrebet (Shareholders) for the purpose of considering and, if thought fit, agreeing (with or without modification) to a scheme of arrangement to be made between Centrebet and its Shareholders (Share Scheme); and
(ii)a meeting (Performance Right Scheme Meeting) of the holders of performance rights in Centrebet (Performance Rightholders) for the purpose of considering and, if thought fit, agreeing (with or without modification) to a scheme of arrangement to be made between Centrebet and its Performance Rightholders (Performance Right Scheme);
(together, the Scheme Meetings), the Share Scheme and the Performance Right Scheme each being the schemes substantially in the form contained in the explanatory statement (Scheme Booklet) which is Exhibit 1 in the proceeding;
(b)the Share Scheme Meeting be held at 10.00 am on Wednesday, 17 August 2011 at The Justice and Police Museum, corner of Albert and Phillip Streets, Circular Quay, Sydney, NSW; and
(c)the Performance Right Scheme Meeting be held at the later of 10.30 am and the conclusion or adjournment of the Share Scheme Meeting, on Wednesday, 17 August 2011 at The Justice and Police Museum, corner of Albert and Phillip Streets, Circular Quay, Sydney, NSW.
2.Graham John Kelly, or failing him, Maxwell Christopher Donnelly, act as Chairperson of the Scheme Meetings.
3.The Chairperson appointed to the Scheme Meetings have power to adjourn the Scheme Meetings in his absolute discretion.
4.All voting at the Scheme Meetings be by poll as declared by the Chairperson, except for procedural motions.
5.Pursuant to subsection 411(1) of the Act, the Scheme Booklet be approved for distribution to Shareholders and Performance Rightholders.
6.Other than regulation 5.6.13 of the Corporations Regulations 2001, rule 2.15 of the Federal Court (Corporations) Rules 2000 (the Rules) shall not apply to the Scheme Meetings.
7.Notice of…
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- Case
- [2011] FCA 870
- Decision Date
CaseChat Overview and Summary
The Court found that Centrebet had fulfilled the necessary statutory requirements under the Corporations Act 2001 for convening the meetings. It approved the appointment of Graham John Kelly, with Maxwell Christopher Donnelly as an alternative, as the chairperson of the meetings. The Court ruled that voting should be conducted by poll, except for procedural motions, and that the scheme booklet should be approved for distribution to shareholders and performance rightholders. Furthermore, the Court exempted the company from certain procedural rules to facilitate the expeditious handling of the matter.
As a result of the Court's decision, Centrebet was granted permission to convene the required meetings, with specific directives on the timing, location, and procedural aspects of the meetings. The Court also allowed for an exemption from certain procedural rules and mandated the publication of an advertisement regarding the application for approval of the schemes. The originating process was adjourned to a later date to accommodate these requirements.
Orders
Orders of the court
1. Pursuant to s 411(1) of the Corporations Act 2001 (Cth) (the Act):
(a) the Plaintiff, Centrebet International Limited (Centrebet) convene:
(i) a meeting (Share Scheme Meeting) of the holders of shares in Centrebet (Shareholders) for the purpose of considering and, if thought fit, agreeing (with or without modification) to a scheme of arrangement to be made between Centrebet and its Shareholders (Share Scheme); and
(ii) a meeting (Performance Right Scheme Meeting) of the holders of performance rights in Centrebet (Performance Rightholders) for the purpose of considering and, if thought fit, agreeing (with or without modification) to a scheme of arrangement to be made between Centrebet and its Performance Rightholders (Performance Right Scheme);
(together, the Scheme Meetings), the Share Scheme and the Performance Right Scheme each being the schemes substantially in the form contained in the explanatory statement (Scheme Booklet) which is Exhibit 1 in the proceeding;
(b) the Share Scheme Meeting be held at 10.00 am on Wednesday, 17 August 2011 at The Justice and Police Museum, corner of Albert and Phillip Streets, Circular Quay, Sydney, NSW; and
(c) the Performance Right Scheme Meeting be held at the later of 10.30 am and the conclusion or adjournment of the Share Scheme Meeting, on Wednesday, 17 August 2011 at The Justice and Police Museum, corner of Albert and Phillip Streets, Circular Quay, Sydney, NSW.
2. Graham John Kelly, or failing him, Maxwell Christopher Donnelly, act as Chairperson of the Scheme Meetings.
3. The Chairperson appointed to the Scheme Meetings have power to adjourn the Scheme Meetings in his absolute discretion.
4. All voting at the Scheme Meetings be by poll as declared by the Chairperson, except for procedural motions.
5. Pursuant to subsection 411(1) of the Act, the Scheme Booklet be approved for distribution to Shareholders and Performance Rightholders.
6. Other than regulation 5.6.13 of the Corporations Regulations 2001, rule 2.15 of the Federal Court (Corporations) Rules 2000 (the Rules) shall not apply to the Scheme Meetings.
7. Notice of the hearing of an application pursuant to subsection 411(4)(b) of the Act for orders approving the Schemes be published by an advertisement substantially in the form of Annexure “A” to this order as shown to the Court, such advertisement to be published on or before 15 August 2011 in “The Australian” newspaper, and that Centrebet otherwise be exempted from compliance with rule 3.4 of the Rules.
8. The Originating Process filed on 28 June 2011 be adjourned to 9.30am on Monday, 22 August 2011.
9. Liberty to apply be granted on 2 days’ notice.
10. These orders be entered forthwith.
Note:
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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Legal Principle Established
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