Re Equigold NL (No 2)

[2008] FCA 826

FEDERAL COURT OF AUSTRALIA

Equigold NL, In the matter of Equigold NL (No 2) [2008] FCA 826

IN THE MATTER OF EQUIGOLD NL, EQUIGOLD NL

NSD 544 OF 2008

EMMETT J

30 APRIL 2008

SYDNEY

IN THE FEDERAL COURT OF AUSTRALIA
NEW SOUTH WALES DISTRICT REGISTRY	NSD 544 OF 2008

IN THE MATTER OF EQUIGOLD NL ABN 42 060 235 145

EQUIGOLD NL ABN 42 060 235 145
Plaintiff

JUDGE:	EMMETT J
DATE OF ORDER:	30 APRIL 2008
WHERE MADE:	SYDNEY

THE COURT ORDERS THAT:

1.Order 1(h) of the Orders made by the Court on 23 April 2008 be varied to read:

“On or before 2 May 2008 there be dispatched to each Equigold Shareholder:

(i)a document substantially in the form of the Scheme Booklet;

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

(iii)a reply paid (for use in Australia only) envelope addressed to Computershare Investor Services Pty Limited for the return of the proxy form,

in the case of each Equigold Shareholder who has a registered address in Australia, by prepaid post and, in the case of each Equigold Shareholder who has a registered address outside Australia, by prepaid airmail or air courier, in each case addressed to the relevant address set out in the Equigold register of members.”

2.        These orders to be entered forthwith.

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	NSD 544 OF 2008

IN THE MATTER OF EQUIGOLD NL ABN 42 060 235 145

EQUIGOLD NL ABN 42 060 235 145
Plaintiff

JUDGE:	EMMETT J
DATE:	30 APRIL 2008
PLACE:	SYDNEY

REASONS FOR JUDGMENT

1. On 23 April 2008, the Court made an order pursuant to s 411(1) of the Corporations Act 2001 (Cth) (the Act) that the plaintiff, Equigold NL (Equigold), convene a meeting of the holders of ordinary shares for the purposes of considering and, if thought fit, agreeing to a scheme of arrangement proposed to be made between Equigold and those shareholders (the Scheme).

2. By order 1(h), the Court ordered that certain documents be dispatched to each Equigold shareholder in the manner set out in the order. Rule 3.3(2) of the Federal Court (Corporations) Rules 2000 (Cth) (the Rules) provides:

   Unless the Court otherwise orders, a meeting of members ordered under section 411 of [the Act] must be convened, held and conducted in accordance with:

   (a)the provisions of Part 2G.2 of [the Act] that apply to the members of a company; and

   (b)the provisions of the plaintiff's constitution that apply in relation to meetings of members and are not inconsistent with Part 2G.2 of [the Act].

   The effect of that provision is that the order required that each Equigold shareholder be given 28 days notice of the meeting.  Clause 30.8 of the Constitution of Equigold has the effect that, where a notice of a meeting is given by post, the notice is to be…