FEDERAL COURT OF AUSTRALIA

Promina Group Limited; in the matter of Promina Group Limited [2007] FCA 378

Corporations Act 2001(Cth) ss 411(4)(b), 411(11), 411(12)

IN THE MATTER OF PROMINA GROUP LIMITED ABN 79 000 746 092; PROMINA GROUP LIMITED ABN 79 0090 746 092

NSD 2343 OF 2006

GYLES J

12 MARCH 2007

SYDNEY

In the matter of Promina Group Limited

ABN 79 000 746 092

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, Promina Group Limited (Promina)and its members (other than any person holding Excluded Shares as defined in the Schedule below) in the form annexed hereto [not annexed to these Orders] and marked “A” (Scheme)be approved.

2          Pursuant to s 411(12) of the Act, Promina be exempted from compliance with s 411(11) of the Act in relation to the Scheme.

3          These orders be entered forthwith.

Schedule

In these orders, an “Excluded Share” is a fully paid ordinary share in Promina held by:

(a)        Suncorp-Metway Limited (Suncorp);

(b)        Suncorp Insurance Holdings Ltd (SIHL);

(c)        any other subsidiary of Suncorp; or

(d)        any person on behalf of, or for the benefit of, Suncorp, SIHL or any other subsidiary of Suncorp,

but does not include a fully paid ordinary share in Promina held by such a person as custodian for, or on behalf of, or for the benefit of, Suncorp Metway Investment Management Limited in its capacity as:

(e)        responsible entity of a managed investment scheme; or

(f)         investment manager under an investment management agreement with a person who is not a subsidiary of Suncorp.

Note:    Settlement and entry of orders is dealt with in Order 36 of the Federal Court Rules.

In the matter of Promina Group Limited

ABN 79 000 746 092

REASONS FOR JUDGMENT

1                     On 18 December last I made orders convening a meeting of shareholders to consider a scheme of arrangement providing for acquisition of shares in the company by Suncorp Insurance Holdings Limited (Promina Group Limited, in the matter of Promina Group Limited [2006] FCA 1772).  I was satisfied that it was an appropriate case to be put to shareholders.  Subsequently to that there was another order made to cure a defect which I need not go into now because reasons were given at the time and an order was made at the time. 

2                     No person has appeared to oppose the scheme.  Counsel provided me with submissions prior to the hearing which analyse the evidence under the following headings:  Nature of application; Approval percentages at Scheme Meeting – and I can say without going into detail that there was an overwhelming approval of the scheme; Postage of Scheme Booklet to shareholders; Promina and Suncorp financial results – that heading was necessary because full year financial results of Promina and 2007 half-year financial results for Suncorp-Metway were released following the convening of the meeting and prior to this meeting and it became necessary to have the independent expert consider those results.  That was a requirement of ASIC and that has been complied with.  The next heading is Announcements concerning proxies; then Advertising of Scheme approval application; Conduct of Scheme Meetings; Section 411(17) letter received from ASIC; then importantly, Satisfaction of conditions precedent; Deed Poll; and more generally, the steps taken to implement the scheme so far as performance is concerned.

3                     Counsel has taken me through the affidavits which prove those elements and I am satisfied that all of the submissions are made out by the evidence which has been referred to.  As the scheme, as I have said, was a scheme which I judged to be appropriate for consideration by shareholders, having in mind the overwhelming support of it by those shareholders and having in mind the fact that all of the steps which are necessary to be proved have been proved, I make the orders in the short minutes of order which I have initialled and placed with the papers.

4                     Mr Bathurst has reminded me that, as the transcript will record, I was informed that his client, Suncorp-Metway Limited, will be drawing the orders made to the attention of the United States authorities in relation to seeking an exemption pursuant to s 3(A)(10) of the Securities Act 1933, United States.  That is noted. 

Associate:

Dated:         19 March 2007