Re CSR Ltd

[2003] FCA 82

FEDERAL COURT OF AUSTRALIA

CSR Limited [2003] FCA 82

CORPORATIONS – scheme of arrangement for demerger from publicly listed company of wholly owned subsidiary group to become also publicly listed – overseas shareholders involved – numerous conditions precedent involved – complication of executive’s options.

Corporation Act 2001 (Cth) ss 256C, 411 and 412
Corporations Regulation 8302(d), 8302(h) and 8305 (Part 3)
Federal Court (Corporations) Rules 2.15, 3.4 (including 3.4(3)(a) and 5.1.01(1))

Central Pacific Minerals NL [2002] FCA 329 applied
Re Hills Motorway Ltd & Another [2002] 43 ACSR 101 applied
Re NRMA Insurance Ltd [2000] 33 ACSR 523 applied

CSR LIMITED

IN THE MATTER OF CSR LIMITED ABN 90 000 001 276

N 3002 OF 2003

CONTI J
7 FEBRUARY 2003
SYDNEY

IN THE FEDERAL COURT OF AUSTRALIA
NEW SOUTH WALES DISTRICT REGISTRY	N 3002 OF 2003

IN THE MATTER OF CSR LIMITED ABN 90 000 001 276

BETWEEN:	CSR LIMITED ABN 90 000 001 276 APPLICANT
JUDGE:	CONTI J
DATE OF ORDER:	7 FEBRUARY 2003
WHERE MADE:	SYDNEY

THE COURT ORDERS THAT:

1. Pursuant to s 411(1) of the Corporations Act 2001 (Cth):

(a)the Plaintiff, CSR Limited (CSR), convene a meeting (the Scheme Meeting) of the holders of ordinary shares in CSR for the purpose of considering and, if thought fit, approving a scheme of arrangement (with or without modification) proposed to be made between CSR and the CSR Shareholders (the Scheme), the terms of which are contained in the Explanatory Statement which forms part of the Scheme Booklet which is Exhibit “ANB2” to the affidavit of Alexander Norman Brennan sworn on 5 February 2003 as amended in the terms set out in Annexure A to these Orders (the Scheme Booklet);

(b)the Scheme Meeting be held at the Sydney Convention Centre, Darling Harbour, Sydney, in the State of New South Wales, on Tuesday 25 March 2003, commencing at 10.00am (Australian Eastern Standard Time);

(c)Mr John Powell Morschel or, failing him, Mr Ian David Blackburne, or failing both any other director of CSR (as listed in paragraph 8 of the affidavit of Alexander Norman Brennan sworn on 13 January 2003), be Chairman of the Scheme Meeting;

(d)the Scheme Meeting can resolve to be adjourned;

(e)at the Scheme Meeting, the members of CSR, present and entitled to vote, in person or by proxy or by an attorney under power, shall constitute a quorum;

(f)the Explanatory Statement in the Scheme Booklet be approved;

(g)on or before Monday 24 February 2003, there be:

(i)in the case of CSR Shareholders who have registered addresses in Australia, dispatched by prepaid post addressed to the relevant addresses set out in the CSR register of members; or

(ii)in the case of CSR Shareholders who have no registered address in Australia, dispatched by prepaid airmail post addressed to the relevant addresses set out in the CSR register of members; or

(iii)in either case, personally served:

(A)a document substantially in the form of the Scheme Booklet (which includes the Explanatory Statement);

(B)a proxy form for the Scheme Meeting; and