FEDERAL COURT OF AUSTRALIA

Ludowici Limited, in the matter of Ludowici Limited (No 2) [2012] FCA 738 

Citation:	Ludowici Limited, in the matter of Ludowici Limited (No 2) [2012] FCA 738	
		
Parties:	LUDOWICI LIMITED ACN 000 001 365	
		
File number:	NSD 483 of 2012	
		
Judge:	EMMETT J	
		
Date of judgment:	8 June 2012	
		
Legislation:	Corporations Act 2001 (Cth) s 411 	
		
Date of hearing:	8 June 2012 	
		
Place:	Sydney	
		
Division:	GENERAL DIVISION	
		
Category:	No catchwords	
		
Number of paragraphs:	6	
		
Counsel for the plaintiff:	F Gleeson SC	
		
Solicitor for the plaintiff:	Gilbert + Tobin	
		
Counsel for FLSmidth Pty Ltd:	M Oakes SC	
		
Solicitor for FLSmidth Pty Ltd:	Ashurst Australia	

IN THE FEDERAL COURT OF AUSTRALIA		
NEW SOUTH WALES DISTRICT REGISTRY		
GENERAL DIVISION	NSD 483 of 2012	
IN THE MATTER OF LUDOWICI LIMITED
 
	LUDOWICI LIMITED ACN 000 001 365
Plaintiff

JUDGE:	EMMETT J	
DATE OF ORDER:	8 JUNE 2012	
WHERE MADE:	SYDNEY	

THE COURT ORDERS THAT:

1.	Pursuant to s 411(4)(b) of the Corporations Act 2001 (Cth) (the Act), the scheme of arrangement between Ludowici Limited (ACN 000 001 365) (Ludowici) and the holders of fully-paid ordinary shares in Ludowici, in the form set out in annexure 'A' to these orders as held in the Court file, be approved.
2.	Pursuant to s 411(12) of the Act, the requirements of s 411(11) of the Act be dispensed with.
3.	These orders be entered forthwith. 

Note:	Entry of orders is dealt with in Rule 39.32 of the Federal Court Rules 2011
.

IN THE FEDERAL COURT OF AUSTRALIA		
NEW SOUTH WALES DISTRICT REGISTRY		
GENERAL DIVISION	NSD 483 of 2012	
 IN THE MATTER OF LUDOWICI LIMITED

	LUDOWICI LIMITED ACN 000 001 365
Plaintiff

JUDGE:	EMMETT J	
DATE:	8 JUNE 2012	
PLACE:	SYDNEY	

REASONS FOR JUDGMENT
1		On 4 April 2012, the Court made orders under s 411 of the Corporations Act 2001 (Cth) (the Corporations Act) that Ludowici Limited (Ludowici) convene a meeting of all holders of shares in its capital for the purpose of considering and, if thought fit, agreeing to a scheme of arrangement proposed to be made between Ludowici and scheme shareholders.  The Court ordered that the scheme meeting be held on 31 May 2012.  I am satisfied that the proposed scheme meeting was held on 31 May 2012, in accordance with the orders made on 4 April 2012.  Mr Phillip Arnall chaired the scheme meeting.
2		The number of scheme shareholders that were present at the scheme meeting was in excess of the three shareholders required by the constitution of Ludowici Limited to form a quorum.  The resolution set out in the notice of meeting was proposed for consideration, and a poll was conducted by written ballot.  493 scheme shareholders who were present at the meeting voted in favour of the scheme resolution, and seven voted against it.  The scheme shareholders voting in favour represented 98.6 per cent of all scheme shareholders present and voting.  Those scheme shareholders cast an aggregate of 19,503,707 votes.
3		I am satisfied from the evidence before me that all of the other orders made on 4 April 2012 have been satisfied, including registration of the scheme booklet with the Australian Securities and Investments Commission (the Commission) on 5 April 2012, with minor typesetting changes having been made.  I am satisfied that the scheme meeting was convened in accordance with the orders, and that the scheme booklet, with the notice of the meeting, was sent to shareholders.  
4		On the same day, 31 May 2012, Ludowici held its annual general meeting, at which the chairman confirmed that Ludowici had paid a fully franked ordinary dividend of 11 cents per share on 9 May 2012.  On 1 June 2012, Ludowici made an announcement to the Australian Securities Exchange that a fully franked special dividend of 45 cents per share would be paid, subject to approval of the scheme.  
5		By letter of 7 June 2012, the Commission informed the directors of Ludowici, and Ludowici’s solicitors, that the Commission did not object to the proposed scheme.  The letter stated that that advice was given having regard to the Commission’s criteria for providing such a statement in writing, as set out in its Regulatory Guide 60, Schemes of Arrangement.
6		Ludowici now applies for approval of the scheme of arrangement under s 411(4)(b) of the Corporations Act.  In all of the circumstances, I am satisfied that the Court should accede to that application.
	
I certify that the preceding six (6) numbered paragraphs are a true copy of the Reasons for Judgment herein of the Honourable Justice Emmett.	

Associate:

Dated:	16 July 2012