Orion Telecommunications Limited, in the matter of Orion Telecommunications Limited [2007] FCA 1545

REASONS FOR JUDGMENT 1 On 22 August 2007 I made orders convening a meeting of the ordinary shareholders in the plaintiff, Orion Telecommunications Limited (Orion), for the purpose of considering a scheme of arrangement proposed between Orion and its ordinary shareholders. On 4 September 2007 I gave reasons for those orders (Orion Telecommunications Limited, in the matter of Orion Telecommunications Limited [2007] FCA 1389). At that stage I had gone through the scheme and the accompanying documents, had dealt with the matters which required attention, and concluded that the scheme was appropriate to be put forward to members for consideration. 2 That consideration has now taken place and the overwhelming response of the shareholders is in favour of the scheme being approved. Counsel yesterday took me through the items requiring proof in order to justify making an order and referred me to the evidence which established each of those matters. I need not now recite each of them beyond saying that, in my opinion, all of the formalities associated with the calling of the meeting, the conduct of the meeting and the recording of the result of the meeting, together with all the statutory preconditions, have been established. 3 Counsel drew to my attention some matters which he indicated required my attention. The first related to some voting restrictions placed on certain shareholders. I agree with counsel's submission that, in the events which have happened, that matter has no consequence because, restriction or no restriction, the overwhelming approval means that there would be no effect upon the vote no matter which view is taken. That is particularly so as not all of the shares would be governed by that restriction. The corresponding wrong calculation as to the result similarly has no effect. 4 The calculation of "net proceeds" had not been made yesterday. That has now been made and evidence given as to the final result. The issue of "net proceeds" was raised with me at the stage of convening the meeting. 5 I should also note that there was no appearance yesterday by any party to oppose the making of the orders and there is no appearance today to oppose those orders. I mention that particularly because yesterday's hearing was arranged after the original convening of the meeting. Steps were taken to advise those attending the meeting of the date of the confirmation hearing being yesterday and today rather than just today as originally planned. Notice was also given in other ways. In any event, this date and time was previously notified and no person appears. Therefore, I make orders in accordance with the short minutes of order which I have initialled and placed with the papers. I certify that the preceding five (5) numbered paragraphs are a true copy of the Reasons for Judgment herein of the Honourable Justice Gyles.