Division 3 Compromises and arrangements in relation to Part 5.1 bodies
This Division applies if an application is made to the Court for approval of a compromise or arrangement between a Part 5.1 body and its creditors or members, or any class of its creditors or members.
3.2 Nomination of chairperson for meeting
Before the hearing of an application under subsection 411 (1), (1A) or (1B) of the Corporations Act, the plaintiff must file an affidavit stating:(a) the names of the persons who have been nominated to be the chairperson and alternate chairperson of the meeting, and(b) that each person nominated:(i) is willing to act as chairperson, and(ii) has had no previous relationship or dealing with the body, or any other person interested in the proposed compromise or arrangement, except as disclosed in the affidavit, and(iii) has no interest or obligation that may give rise to a conflict of interest or duty if the person were to act as chairperson of the meeting, except as disclosed in the affidavit, and(c) the name of the person (if any) proposed to be appointed to administer the proposed compromise or arrangement, and(d) that the person does not fall within paragraphs 411 (7) (a) to (f) of the Corporations Act, except as disclosed in the affidavit.
3.3 Order for meetings to identify proposed scheme
(1) An order under subsection 411 (1) or (1A) of the Corporations Act ordering a meeting or meetings in relation to a proposed compromise or arrangement must set out in a schedule, or otherwise identify, a copy of the proposed compromise or arrangement.(2) Unless the Court otherwise orders, a meeting of members ordered under section 411 of the Corporations Act must be convened, held and conducted in accordance with:(a) the provisions of Part 2G.2 of the Corporations Act that apply to the members of a company, and(b) the provisions of the plaintiff’s constitution that apply in relation to meetings of members and are not inconsistent with Part 2G.2 of the Corporations Act.(3) Unless the Court otherwise orders, a meeting of a class of holders of convertible securities ordered under section 411 of the Corporations Act must be convened, held and conducted as if:(a) the holders were a separate class of members, and(b) the meeting were a meeting of members convened, held and conducted under subrule (2),but in accordance with, and subject to, the applicable provisions of the instrument under which the securities were issued.
3.4 Notice of hearing (Corporations Act s 411 (4), s 413 (1))—Form 6
(1) This rule applies to:(a) an application, under subsection 411 (4) of the Corporations Act, for an order approving a proposed compromise or arrangement in relation to a Part 5.1 body, and(b) an application, under subsection 413 (1) of the Corporations Act, for an order in relation to the reconstruction of a Part 5.1 body, or Part 5.1 bodies, or the amalgamation of 2 or more Part 5.1 bodies.(2) Unless the Court otherwise orders, the plaintiff must publish a notice of the hearing of the application.(3) The notice must be:(a) in accordance with Form 6, and(b) published in accordance with rule 2.11 at least 5 days before the date fixed for the hearing of the application.
3.5 Copy of order approving compromise or arrangement to be lodged with ASIC
If the Court makes an order under subsection 411 (1), (1A) or (4), or 413 (1) of the Corporations Act, the plaintiff must, as soon as practicable after the order is made:(a) have the order sealed, and(b) lodge an office copy of the order with ASIC, and(c) serve an office copy of the order on any person appointed to administer the compromise or arrangement.