Folkestone Limited, in the matter of Folkestone Limited (No 2) [2018] FCA 1593

YATES J: 1 On 12 September 2018, the Court made orders (the earlier orders) for the convening of a meeting of Folkestone's members to consider, and if thought fit agree to (with or without modification), a scheme of arrangement with the company: Folkestone Limited, in the matter of Folkestone Limited [2018] FCA 1412 (my earlier reasons). The abbreviations used in my earlier reasons are also used in these reasons. 2 The meeting was convened and held on 17 October 2018. The scheme was agreed to, without modification, by the members. 3 Folkestone now seeks an order pursuant to s 411(4)(b) of the Act that the scheme be approved. 4 The following affidavits have been read in support of the present application: Lula Liossi, sworn 19 October 2018 (read subject to minor corrections); Alan Vernon O'Neil, affirmed 18 October 2018; Emma Marie Collins, sworn 18 October 2018 (read subject to minor corrections); Garry Roy Sladden, sworn 17 October 2018; Kwan Ho Leung, affirmed 22 October 2018; Mark John Stewien, affirmed 22 October 2018; and Mark Robert Bryant, sworn 22 October 2018. 5 On the basis of this evidence, I am satisfied of the following matters. 6 First, on 13 September 2018, the explanatory statement was registered with ASIC, as required by s 412(6) of the Act. On the same day, the earlier orders were lodged with ASIC, as required by r 3.5 of the Federal Court (Corporations) Rules 2000. 7 Secondly, the Scheme Booklet, with minor corrections and updated share information (as contemplated by the explanatory statement approved by the Court) was dispatched to members, in accordance with the earlier orders. 8 Thirdly, the scheme meeting was duly convened and held in accordance with the earlier orders. At the meeting, 98.89% of members present and voting, and 99.6% of the votes cast, were in favour of the scheme. I am satisfied that the statutory majorities in favour of the scheme were attained. I note that, of the eligible voting shares then on issue, 72.4% were voted on the resolution. 9 The conditions precedent to the scheme (other than Court approval) have been satisfied. This has been confirmed by affidavit evidence and the provision of a certificate to that effect, in the form of a deed. 10 The hearing of the present application was advertised on 15 October 2018, in accordance with the earlier orders. 11 ASIC has provided a letter dated 19 October 2018 which states that, pursuant to s 411(17)(b) of the Act, it has no objection to the scheme. 12 I am satisfied that the scheme is fair and reasonable, and should be approved. In coming to this conclusion, I have taken into account: the nature and terms of the scheme; the provisional view expressed in my earlier reasons (see at [45]); the substantial support provided by the members, represented by the high voter turnout and substantial voting majorities attained in favour of the scheme; the recommendation of the directors; the expert opinions expressed by Lonergan Edwards; and the fact that no person has come forward to oppose the scheme. 13 Orders as sought should be made. I certify that the preceding thirteen (13) numbered paragraphs are a true copy of the Reasons for Judgment herein of the Honourable Justice Yates.