Re Recall Holdings Ltd (No 2)

FEDERAL COURT OF AUSTRALIA

Recall Holdings Limited, in the matter of Recall Holdings Limited (No 2)

[2016] FCA 419

File number:

NSD 1230 of 2015

Judge:

YATES J

Date of judgment:

21 April 2016

Catchwords:

CORPORATIONS – scheme of arrangement – second court hearing – application for approval  

Legislation:

Corporations Act 2001 (Cth) ss 411, 412

Securities Act of 1933 (US) s 3

Cases cited:

Recall Holdings Limited, in the matter of Recall Holdings Limited [2015] FCA 1142

Date of hearing:

21 April 2016

Registry:

New South Wales

Division:

General Division

National Practice Area:

Commercial and Corporations

Sub-area:

Corporations and Corporate Insolvency

Category:

Catchwords

Number of paragraphs:

15

Counsel for the Plaintiff:

Mr IM Jackman SC

Solicitor for the Plaintiff:

Allens

Counsel for Iron Mountain Incorporated:

Mr P Brereton SC

Solicitor for Iron Mountain Incorporated:

Minter Ellison

ORDERS

NSD 1230 of 2015

IN THE MATTER OF RECALL HOLDINGS LIMITED (ABN 27 116 537 832)

RECALL HOLDINGS LIMITED (ABN 27 116 537 832)

Plaintiff

JUDGE:	YATES J
DATE OF ORDER:	21 APRIL 2016

THE COURT ORDERS THAT:

1.Pursuant to s 411(4)(b) of the Corporations Act 2001 (Cth) (the Act), the scheme of arrangement between the plaintiff and its members (the scheme), in the form contained in Appendix 4 of the scheme booklet issued by the plaintiff and dated 23 October 2015, being Exhibit 1 in the proceeding, be approved.

2.The plaintiff lodge with the Australian Securities and Investments Commission a copy of the approved scheme at the time of lodging a copy of these orders.

3.Pursuant to s 411(12) of the Act, the plaintiff be exempted from compliance with s 411(11) of the Act in relation to the scheme.

4.The plaintiff be granted liberty to apply.

THE COURT NOTES THAT:

5.Iron Mountain Incorporated will rely on the Court’s approval of the scheme for the purposes of qualifying for exemption from the registration requirements of the Securities Act of 1933 (US), provided for by s 3(a)(10) of that Act, in connection with the implementation of, and the provision of consideration, under the scheme.

Note:    Entry of orders is dealt with in Rule 39.32 of the Federal Court Rules 2011.

REASONS FOR JUDGMENT

YATES J:

1. The plaintiff, Recall Holdings Limited, seeks orders pursuant to s 411(4)(b) of the Corporations Act 2001 (Cth) (the Act) approving a scheme of arrangement, the terms of which are contained in Appendix 4 of the scheme booklet which is Exhibit 1 in the proceeding (the scheme).

2. On 22 October 2015, the Court made orders pursuant to s 411(1) of the Act providing for the convening of a meeting of members to consider the scheme and, if thought fit, agree to it, with or without modification (the scheme meeting):  Recall Holdings Limited, in the matter of Recall Holdings Limited [2015] FCA 1142 (the earlier reasons).

3. Subsequent orders were made as follows:

   ·On 25 November 2015, the Court ordered, amongst other things, that the date for holding…