eircom Holdings Limited, in the matter of eircom Holdings Limited (No 2) [2009] FCA 1544

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. I certify that the preceding eleven (11) numbered paragraphs are a true copy of the Reasons for Judgment herein of the Honourable Justice Lindgren.