FEDERAL COURT OF AUSTRALIA

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

[2009] FCA 1544

IN THE MATTER OF EIRCOM HOLDINGS LIMITED

EIRCOM HOLDINGS LIMITED (ACN 112 119 203)

NSD 1246 of 2009

LINDGREN J

21 december 2009

SYDNEY

IN THE MATTER OF EIRCOM HOLDINGS LIMITED (ACN 112 119 203)

THE COURT ORDERS THAT:

1.          Pursuant to section 411(4)(b) of the Corporations Act 2001 (Cth) (the Act), the scheme of arrangement between eircom Holdings Limited (ACN 112 119 203) (ERC) and the holders of fully paid ordinary shares in ERC (other than Emerald Communications (Cayman) SPC, a company limited by shares, incorporated in the Cayman Islands with a registered office at the offices of Codan Trust Company (Cayman) Limited, Cricket Square, Hutchins Drive, PO Box 2681, Grand Cayman, KY1-1111, Cayman Islands (ECC), and any person holding shares solely on behalf of ECC), be approved; and

2.         Pursuant to section 411(12) of the Act, the requirements of section 411(11) of the Act be dispensed with.

Note:    Settlement and entry of orders is dealt with in Order 36 of the Federal Court Rules.
The text of entered orders can be located using eSearch on the Court’s website.

IN THE MATTER OF EIRCOM HOLDINGS LIMITED (ACN 112 119 203)

REASONS FOR JUDGMENT (No 2)

(second court hearing)

1                     On 9 November 2009 I made an order under s 411(1) of the Corporations Act 2001 Cth) (the Act) for the convening of a meeting of all holders of shares in the plaintiff (ERC) for the purpose of their considering, and, if thought fit, agreeing (with or without modification) to a certain scheme of arrangement:  see eircom Holdings Limited, in the matter of eircom Holdings Limited [2009] FCA 1418 (the Earlier Reasons).

2                     In these Reasons for Judgment I will use the acronyms and other abbreviated forms of reference that were used in the Earlier Reasons. 

3                     At the second court hearing held on 16 December 2009 I made orders approving the Scheme.

4                     On the second court hearing there was evidence that the Scheme Meeting was duly convened and advertised.

5                     The Scheme Meeting was held on 15 December 2009 in accordance with the order of 9 November 2009.

6                     The result of the voting was that of the shareholders who attended the Scheme Meeting, either in person or by proxy, 568 voted in favour of the Scheme and 37 voted against it.  Those voting in favour of it represented 93.88% by number of all shareholders present and voting.

7                     The 568 shareholders who voted in favour of the Scheme cast a total of 109,750,015 votes (representing 99.68% of the votes cast) in favour of the Scheme, and the 37 who voted against it cast 349,709 votes against it (representing 0.32% of the votes cast).

8                     Immediately following the Scheme Meeting, the Annual General Meeting of ERC was held when approval was given for the share capital of ERC to be reduced by a return to the holders of fully paid ordinary shares of the amount of 14.5 cents per share registered in their names.  The return of capital aggregated approximately $24,346,213.

9                     On the Capital Reduction Resolution, the 553 shareholders who voted in favour of it cast an aggregate of 95,094,767 votes (representing 99.88% of the votes cast) and 117,236 votes were cast against it (representing 0.12% of the votes cast).

10                  On the second court hearing there was in evidence a letter from ASIC advising that under s 411(17)(b) of the Act, ASIC had no objection to the Scheme.

11                  For the above reasons and those expressed in the Earlier Reasons, I made the orders on 16 December 2009.

Associate:

Dated:         21 December 2009