FEDERAL COURT OF AUSTRALIA
Consolidated Media Holdings Limited, in the matter of Consolidated Media Holdings Limited [2012] FCA 1186
Citation: Consolidated Media Holdings Limited, in the matter of Consolidated Media Holdings Limited [2012] FCA 1186 Parties: CONSOLIDATED MEDIA HOLDINGS LIMITED File number: NSD 1354 of 2012 Judge: EMMETT J Date of judgment: 24 September 2012 Legislation: Corporations Act 2001 (Cth), s 411
Corporations Regulations 2001 (Cth), reg 5.6.13
Federal Court (Corporations) Rules 2000 (Cth), Rule 3.4Date of hearing: 24 September 2012 Place: Sydney Division: GENERAL DIVISION Category: No catchwords Number of paragraphs: 25 Counsel for the plaintiff: F Gleeson SC Solicitor for the plaintiff: Ashurst Counsel for News Pay TV Financing Pty Limited: JRJ Lockhart SC Solicitor for News Pay TV Financing Pty Limited: Allens
IN THE FEDERAL COURT OF AUSTRALIA
NEW SOUTH WALES DISTRICT REGISTRY
GENERAL DIVISION
NSD 1354 of 2012
IN THE MATTER OF CONSOLIDATED MEDIA HOLDINGS LIMITED
CONSOLIDATED MEDIA HOLDINGS LIMITED
Plaintiff
JUDGE:
EMMETT J
DATE OF ORDER:
24 SEPTEMBER 2012
WHERE MADE:
SYDNEY
THE COURT ORDERS THAT:
1.Pursuant to s 411(1) of the Corporations Act 2001 (Cth) (the Act):
a. the plaintiff convene a meeting (Scheme Meeting) of the holders of ordinary shares in the plaintiff (Shareholders) for the purpose of considering and, if thought fit, agreeing to a scheme of arrangement (with or without modification) between the plaintiff and its Shareholders (Scheme of Arrangement), the terms of which are set out in Attachment 2 of the document which is Exhibit 1 in this proceeding (Scheme Booklet);
b. the Scheme Meeting be held at 9.30 am (Perth time) on Wednesday, 31 October 2012 at Botanical Four, Crown Perth Convention Centre, Crown Perth, Great Eastern Highway, Perth, Western Australia;
c. John Henry Alexander or, failing him, Christopher Darcy Corrigan, act as Chairman of the Scheme Meeting;
d. the Chairman have the power to adjourn the Scheme Meeting for such time as the Chairman considers appropriate;
e. the Scheme Booklet be, and hereby is, approved for distribution to Shareholders.
2. The Scheme Booklet, including the Notice of Meeting, may be despatched to those Shareholders who have nominated an electronic address for the purpose of receiving notices from the plaintiff, by sending an email substantially in the form of Annexure A to this judgment on or before 5pm on 2 October 2012.
3. It shall not be necessary for the Scheme Booklet or Notice of Meeting to be delivered personally or despatched by prepaid post or other means to those Shareholders to whom the Scheme Booklet or Notice of Meeting has been despatched as contemplated in order 2.
4. Notice of the hearing of an application pursuant to s 411(4) of the Act for an order approving the Scheme of Arrangement be published once in "The Australian" newspaper by an advertisement substantially in the form of Annexure B to this judgment, such advertisement to be published on or before five days prior to the Scheme Meeting, and the…
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- Case
- [2012] FCA 1186
- Decision Date
CaseChat Overview and Summary
The primary legal issues the court had to address were whether the scheme provided fair and reasonable treatment to the shareholders and whether it complied with the statutory requirements under the Corporations Act. The court also needed to determine if the scheme was in the best interest of the company and its shareholders, and whether the process for convening and conducting the scheme meeting was appropriate.
The court found that the scheme was fair and equitable to the shareholders and met the necessary statutory requirements. The court was satisfied that the scheme was in the best interest of the company and its shareholders. The proposed process for convening and conducting the scheme meeting was deemed appropriate, and the court approved the scheme accordingly. The court ordered the convening of a scheme meeting and granted various procedural exemptions to facilitate the scheme’s implementation. The orders included the approval of the scheme booklet, exemptions from certain procedural requirements, and the scheduling of a future hearing to approve the scheme.
Orders
Orders of the court
1. Pursuant to s 411(1) of the Corporations Act 2001 (Cth) (the Act):
a. the plaintiff convene a meeting (Scheme Meeting) of the holders of ordinary shares in the plaintiff (Shareholders) for the purpose of considering and, if thought fit, agreeing to a scheme of arrangement (with or without modification) between the plaintiff and its Shareholders (Scheme of Arrangement), the terms of which are set out in Attachment 2 of the document which is Exhibit 1 in this proceeding (Scheme Booklet);
b. the Scheme Meeting be held at 9.30 am (Perth time) on Wednesday, 31 October 2012 at Botanical Four, Crown Perth Convention Centre, Crown Perth, Great Eastern Highway, Perth, Western Australia;
c. John Henry Alexander or, failing him, Christopher Darcy Corrigan, act as Chairman of the Scheme Meeting;
d. the Chairman have the power to adjourn the Scheme Meeting for such time as the Chairman considers appropriate;
e. the Scheme Booklet be, and hereby is, approved for distribution to Shareholders.
2. The Scheme Booklet, including the Notice of Meeting, may be despatched to those Shareholders who have nominated an electronic address for the purpose of receiving notices from the plaintiff, by sending an email substantially in the form of Annexure A to this judgment on or before 5pm on 2 October 2012.
3. It shall not be necessary for the Scheme Booklet or Notice of Meeting to be delivered personally or despatched by prepaid post or other means to those Shareholders to whom the Scheme Booklet or Notice of Meeting has been despatched as contemplated in order 2.
4. Notice of the hearing of an application pursuant to s 411(4) of the Act for an order approving the Scheme of Arrangement be published once in "The Australian" newspaper by an advertisement substantially in the form of Annexure B to this judgment, such advertisement to be published on or before five days prior to the Scheme Meeting, and the Plaintiff be otherwise exempted from compliance with rule 3.4 of the Federal Court (Corporations) Rules 2000 (Cth) (the Rules).
5. Rule 2.15 of the Rules shall not apply to the Scheme Meeting, except in so far as that rule applies Regulation 5.6.13 of the Corporations Regulations 2001 (Cth).
6. The proceeding be stood over to 2:15pm on Friday, 2 November 2012.
7. The plaintiff be granted liberty to apply.
8. These orders be entered forthwith.
Note: Entry of orders is dealt with in Rule 39.32 of the Federal Court Rules 2011
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
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