Gerard Lighting Group Limited, in the matter of Gerard Lighting Group Limited [2012] FCA 941

1 Pursuant to section 411(1) of the Corporations Act 2001 (Cth) (Act) there be convened a meeting (Scheme Meeting) of holders of fully paid ordinary shares of the plaintiff (Gerard Lighting Shareholders), for the purpose of considering and, if thought fit, approving (with or without modification) the scheme of arrangement between them and the Plaintiff (Scheme), the terms of which are set out in Exhibit A in the proceeding (Scheme Booklet). 2 The Scheme Meeting be held at the Sebel Playford, 120 North Terrace, Adelaide, South Australia on 5 October 2012 at 11:00am (Adelaide time). 3 The explanatory statement in the Scheme Booklet be approved for distribution to Gerard Lighting Shareholders. 4 On or before 5:00pm on 5 September 2012 there be despatched by prepaid ordinary post (or in the case of overseas members, by airmail) to each Gerard Lighting Shareholder appearing in the register of the Plaintiff's shareholders at 7:00pm (Sydney time) on 29 August 2012: (a) a document substantially in the form of the Scheme Booklet comprising the explanatory statement for the Scheme; (b) a letter from the Chairman of the Plaintiff to Gerard Lighting Shareholders, a copy of which is at Annexure 'JSK13', page 46 of the affidavit of John Storrie Keeves sworn on 24 August 2012 (Keeves Affidavit); (c) notice of meeting for the Scheme Meeting, which is attached at Appendix 5 to the Scheme Booklet; and (d) a proxy form for the resolution to be passed at the Scheme Meeting, a copy of which is at Annexure 'JSK13', page 47 of the Keeves Affidavit, together with a reply paid envelope and fly sheet. 5 A form of proxy in respect of the Scheme Meeting will be valid and effective if: (a) delivered to the Plaintiff care of Computershare Investor Services Pty Limited by use of the reply paid envelope; or (b) delivered to the Plaintiff at the Plaintiff's registered office at 101 Port Wakefield Road, Cavan, South Australia, 5094; or (c) received by mail at: i. the Plaintiff's registered office at 101 Port Wakefield Road, Cavan, South Australia, 5094; or ii. the Plaintiff care of Computershare Investor Services Pty Limited, GPO Box 242, Melbourne, Victoria, 3001; or (d) successfully transmitted by facsimile to: i. the Plaintiff's registered office; or ii. the Plaintiff at care of Computershare Investor Services Pty Limited on 1800 783 447 (from within Australia) or +61 3 9473 2555 (from outside Australia), in each case provided the proxy is received not later than 11:00am (Adelaide time) on 3 October 2012. 6 The Chairperson of the Scheme Meeting be Richard Hugh Allert and, in his absence, Graham Douglas Walters. 7 The Chairperson appointed to the Scheme Meeting, and in his absence the alternative Chairperson, has the power to adjourn the meeting in his absolute discretion. 8 All voting at the Scheme Meeting (other than voting on any procedural motion) be by poll as declared by the Chairperson. 9 The Plaintiff publish once, substantially in the form of the document attached and marked 'Attachment A', in the Australian newspaper, the Sydney Morning Herald newspaper and the Adelaide Advertiser a notice of hearing of any application to approve the Scheme under section 411(4) of the Act on or before 8 October 2012, and the Plaintiff shall otherwise be exempted from compliance with the requirement to publish such notices at least 5 days before the date fixed for the hearing of the application pursuant to Rule 3.4(3)(b) of the Federal Court (Corporations) Rules 2000 (Cth) (Rules). 10 The Plaintiff be excused from complying with Rule 2.15 of the Rules, except in so far as that rule applies Regulation 5.6.13 of the Corporations Regulations 2001 to the meetings. 11 The proceedings be stood over to 10 October 2012 at 9.30 am before Justice Jagot for the hearing of any application to approve the Scheme. 12 The Plaintiff has liberty to apply. 13 These Orders to be entered forthwith. Note: Settlement and entry of orders is dealt with in Rule 39.32 of the Federal Court Rules 2011. ATTACHMENT A Notice of hearing to approve compromise or arrangement (rule 3.4) To all the creditors and members of Gerard Lighting Group Limited (ACN 141 079 594). Take notice that at 9.30 am on 10 October 2012, the Federal Court of Australia at Level 17, Law Courts Building, Queens Square, Sydney New South Wales will hear an application by Gerard Lighting Group Limited seeking the approval of a compromise or arrangement between the above-named company and its members, if agreed to, by resolution to be considered by the members of Gerard Lighting Group Limited at a meeting of such members to be held on [5 October 2012]. If you wish to oppose the approval of the compromise or arrangement, you must file and serve on the plaintiff a notice of appearance, in the prescribed form, together with any affidavit on which you wish to rely at the hearing. The notice of appearance and affidavit must be served on the plaintiff at its address for service at least 1 day before the date fixed for the hearing of the application. The address for service of the plaintiff is c/- Johnson Winter & Slattery, Level 10, 211 Victoria Square, ADELAIDE SA 5000. Name of person giving notice or of person's legal practitioner: Mr John Keeves Johnson Winter & Slattery Solicitors for the plaintiff