FEDERAL COURT OF AUSTRALIA
SFE Corporation Limited, in the matter of SFE Corporation Limited [2006] FCA 912
CORPORATIONS LAW – scheme of arrangement – approved
Corporations Act 2001 (Cth), s 411
SFE Corporation Limited, in the matter of SFE Corporation Limited [2006] FCA 670 related
IN THE MATTER OF SFE CORPORATION LIMITED ABN 74 000 299 392; SFE CORPORATION LIMITED
NSD 934 OF 2006
GYLES J
7 JULY 2006
SYDNEY
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IN THE FEDERAL COURT OF AUSTRALIA |
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NEW SOUTH WALES DISTRICT REGISTRY |
NSD 934 OF 2006 |
IN THE MATTER OF SFE CORPORATION LIMITED
ABN 74 000 299 392
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SFE CORPORATION LIMITED PLAINTIFF
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JUDGE: |
GYLES J |
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DATE OF ORDER: |
7 JULY 2006 |
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WHERE MADE: |
SYDNEY |
UPON THE UNDERTAKING of SFE Corporation Limited to file within 14 days affidavits from responsible persons of Ideassociates Pty Limited, Computershare Investor Services Pty Ltd, Kings Mailing Service and Link Printing confirming evidence as to the printing and postage of the Explanatory Memorandum dated 29 May 2006 and associated documents and the letter of 15 June 2006 referred to in the affidavit of Martin Everett Davey sworn on 7 July 2006:
THE COURT ORDERS THAT:
1. The scheme of arrangement which is attached to these orders is approved. [not attached]
2. Pursuant to subsection 411(12) of the Corporations Act, the Plaintiff is exempt from compliance with subsection 411(11) of the Corporations Act.
Note: Settlement and entry of orders is dealt with in Order 36 of the Federal Court Rules.
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IN THE FEDERAL COURT OF AUSTRALIA |
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NEW SOUTH WALES DISTRICT REGISTRY |
NSD 934 OF 2006 |
IN THE MATTER OF SFE CORPORATION LIMITED
ABN 74 000 299 392
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SFE CORPORATION LIMITED LIMITED
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JUDGE: |
GYLES J |
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DATE: |
7 JULY 2006 |
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PLACE: |
SYDNEY |
REASONS FOR JUDGMENT
1 On 29 May last I made orders convening a meeting of the members of SFE Corporation Limited pursuant to s 411(1) of the Corporations Act 2001 (Cth). The evidence satisfies me that that meeting was duly convened taking into account the signed certificates which have been provided and the undertaking which has been proffered. The result of the meeting was a resounding yes to the proposed transaction. No person has given notice of appearance to oppose. The matter was called today and nobody has appeared to oppose.
2 As I indicated when I made orders convening the meeting, I had scrutinised (without the benefit of a contradictor) the arrangement to ensure, so far as I could detect, that there was nothing on the face of it which might lead to a refusal of approval if the meeting assented to the transaction. I saw no such barrier and none has been pointed out to me since.
3 I drew attention on that occasion to a question which arises as to the means of enforcing arrangements such as these, including (although not restricted to) issues about solvency. I am satisfied by the evidence that there is both the capacity to meet the obligations which are being undertaken and willingness on the part of those involved to do so. Indeed, there is every reason for them to do so.
4 Under those circumstances there is no barrier to making an order approving the scheme. I make orders in accordance with the draft minutes of order which I have initialled and placed with the papers.
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I certify that the preceding four (4) numbered paragraphs are a true copy of the Reasons for Judgment herein of the Honourable Justice Gyles. |
Associate:
Dated: 18 July 2006
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Counsel for the Plaintiff: |
Mr TF Bathurst QC, Mr S Nixon |
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Solicitor for the Plaintiff: |
Blake Dawson Waldron |
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Date of Hearing: |
7 July 2006 |
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Date of Judgment: |
7 July 2006 |
