Re Coates Hire Ltd (No 2)

[2007] FCA 2105

FEDERAL COURT OF AUSTRALIA

Coates Hire Limited (ACN 073 603 586) No 2, in the matter of Coates Hire Limited (ACN 073 603 586) [2007] FCA 2105

IN THE MATTER OF COATES HIRE LIMITED (ACN 073 603 586)  

NSD2126 OF 2007

EMMETT J
20 DECEMBER 2007
SYDNEY

IN THE FEDERAL COURT OF AUSTRALIA
NEW SOUTH WALES DISTRICT REGISTRY	NSD2126 OF 2007

IN THE MATTER OF COATES HIRE LIMITED (ACN 073 603 586)

COATES HIRE LIMITED (ACN 073 603 586) Plaintiff
JUDGE:	EMMETT J
DATE OF ORDER:	20 DECEMBER 2007
WHERE MADE:	SYDNEY

THE COURT ORDERS THAT:

1.Pursuant to section 411(4) of the Corporations Act 2001 (Cth) (the Act), the Scheme of Arrangement between the Plaintiff and its members (the Scheme) annexed hereto be approved.

2.Pursuant to section 411(12) of the Act, the Plaintiff be exempt from compliance with section 411(11) of the Corporations Act in relation to the Scheme.

3.These orders be entered forthwith.

Note:    Settlement and entry of orders is dealt with in Order 36 of the Federal Court Rules.

Scheme of Arrangement

Pursuant to section 411 of the Corporations Act 2001 (Cth)

Parties
Between:	Coates Hire Limited (ABN 70 073 603 586) of 250 Parramatta Road, Flemington NSW 2140 (Coates)
And:	The holders of fully paid ordinary shares in the capital of Coates

1.Definitions and Interpretation

1.1Definitions

The following definitions apply unless the context requires otherwise.

ASIC means the Australian Securities and Investments Commission.

ASX means ASX Limited (ABN 98 008 624 691) or, as the context requires, the financial market operated by it.

ASX Listing Rules means the official listing rules of ASX.

Bidco means Ned Group Holdings Pty Limited (ACN 126 739 240).

Business Day has the meaning given in the ASX Listing Rules.

CHESS means the clearing house electronic sub-register system of share transfers operated by ASX Settlement and Transfer Corporation Pty Limited (ACN 008 504 532).

Coates Shareholder means a person who is recorded in the Register as the holder of Coates Shares.

Coates Shares means fully paid ordinary shares in the capital of Coates.

Corporations Act means the Corporations Act 2001 (Cth).

Court means a court of competent jurisdiction under the Corporations Act.

Covenantor means Ned Operations Pty Limited (ACN 126 069 341).

Deed Poll means the Deed Poll executed by Bidco and the Covenantor on 9 November 2007 in favour of Scheme Participants.

End Date means 29 February 2008, or such later date as Coates and Bidco may agree in writing.

Effective means the coming into effect, pursuant to section 411(10) of the Corporations Act, of the order of the Court made under section 411(4)(b) in relation to the Scheme.

Effective Date means the date on which the Scheme becomes Effective.

Guarantor means CAP Orange Holding B.V. of 8 Queensway, 2 Pacific Place, Hong Kong.

Implementation Agreement means the Scheme Implementation Agreement dated 2 October 2007 between Coates, Bidco, the Covenantor and the Guarantor relating to the implementation of the Scheme.

Implementation Date means the fifth Business Day following the…