Federal Court of Australia Palladium Holdings Pty Limited, in the matter of Palladium Holdings Pty Limited [2022] FCA 526 File number: NSD 190 of 2022 Judgment of: YATES J Date of judgment: 6 April 2022 Catchwords: CORPORATIONS – scheme of arrangement – first court hearing – application for orders under ss 411(1) and 1319 of the Corporations Act 2001 (Cth) to convene a meeting of shareholders to consider a proposed scheme of arrangement Legislation: Corporations Act 2001 (Cth) ss 411(1), 411(4), 411(10), 412(1)(a), 1319 Federal Court (Corporations) Rules 2000 (Cth) rr 2.15, 3.2, 3.4 Cases cited: FT Eastment & Sons Pty Ltd v Metal Roof Decking Supplies Pty Ltd (1977) 3 ACLR 69 Macquarie Private Capital A Ltd [2008] NSWSC 323; 26 ACLC 366 Re Adelaide Bank Limited [2007] FCA 1582 Re Arthur Yates & Co Ltd [2001] NSWSC 40; 36 ACSR 758 Re AXA Asia Pacific Holdings Ltd [2011] VSC 4 Re Bolnisi Gold NL (No 2) [2007] FCA 2078; 165 FCR 45 Re Centrebet International Limited [2011] FCA 870 Re Foundation Healthcare Ltd [2002] FCA 742; 42 ACSR 252 Re Healthscope Limited [2010] VSC 367 Re Hostworks Group Ltd [2008] FCA 64; 26 ACLC 137 Re MIA Group Ltd [2004] NSWSC 712; 50 ACSR 29 Re Sino Gold Mining Ltd [2009] FCA 1277; 74 ACSR 647 Division: General Division Registry: New South Wales National Practice Area: Commercial and Corporations Sub-area: Corporations and Corporate Insolvency Number of paragraphs: 57 Date of hearing: 6 April 2022 Counsel for the Plaintiff: Mr M Oakes SC Solicitor for the Plaintiff: Norton Rose Fulbright Counsel for the Bidder: Ms T Wong SC Solicitor for the Bidder: Baker & McKenzie ORDERS NSD 190 of 2022 IN THE MATTER OF PALLADIUM HOLDINGS PTY LIMITED ACN 640 464 197 PALLADIUM HOLDINGS PTY LIMITED ACN 640 464 197 Plaintiff order made by: YATES J DATE OF ORDER: 6 APRIL 2022 THE COURT ORDERS THAT: 1. Pursuant to subsection 411(1) and section 1319 of the Corporations Act 2001 (Cth) (Corporations Act): (a) the Plaintiff convene and hold a meeting (Scheme Meeting) of its members holding fully paid ordinary shares (Shareholders) for the purpose of considering and, if thought fit, agreeing to (with or without modification) a scheme of arrangement proposed to be entered into between the Plaintiff and the Shareholders (Scheme), the terms of which are contained in Annexure C of the Scheme Booklet, a copy of which is Exhibit A in the proceeding (Scheme Booklet); (b) the Scheme Meeting be held at 10:00am on 6 May 2022 at Level 7, 307 Queen Street, Brisbane, QLD 4000; (c) the Scheme Booklet, substantially in the form of Exhibit A, be approved for physical and electronic distribution to the Shareholders; and (d) the Shareholders who are eligible to vote at the Scheme Meeting be those whose names are recorded in the register of members of the Plaintiff at 7:00pm (Brisbane time) on 4 May 2022 (Record Date). 2. Pursuant to section 1319 of the Corporations Act: (a) Kim Bredhauer or, failing him, Vanessa Wallace, be Chairperson of the Scheme Meeting; (b) the Chairperson of the Scheme Meeting has the power to adjourn the Scheme Meeting in his/her absolute discretion to such time, date and place (including as to whether the adjourned meeting should be held electronically) as he/she considers appropriate; (c) at the Scheme Meeting, three Shareholders, present and entitled to vote, in person or by proxy, or by an attorney under power, or in the case of corporate shareholders, by corporate representatives, shall constitute a quorum; (d) at the Scheme Meeting, each Shareholder, present and entitled to vote, be entitled to one vote for each fully paid ordinary share in the capital of the Plaintiff that the Shareholder is registered as holding at the Record Date; and (e) a poll must be taken to decide the resolutions put to the vote at the Scheme Meeting and any provision in the constitution of the Plaintiff requiring voting to be by show of hands be disregarded for this purpose. 3. On or before 8 April 2022 there be dispatched to each Shareholder whose name is recorded in the Plaintiff's register of members as being a shareholder as at 7:00pm (Brisbane time) on 6 April 2022 (the Register Time): (a) save as provided in Order 4 below, if the Shareholder has nominated an electronic address for the purposes of receiving notices of meeting and other electronic communications from the Plaintiff at such address, an email substantially in the form of Exhibit CH-7 to the affidavit of Christopher Hirst dated 28 March 2022, containing URL links to a document substantially in the form of the Scheme Booklet and to online proxy voting instructions in respect of the Scheme Meeting. 4. In respect of the one Palladium shareholder residing in Kuwait and the one Palladium shareholder residing in Saudi Arabia, on or around 8 April 2022: (a) the Plaintiff send an email to an employee of the Palladium Group in Dubai addressed to the attention of the shareholder residing in Kuwait and the shareholder residing in Saudi Arabia. The email shall contain URL links to a document substantially in the form of the Scheme Booklet and to online proxy voting instructions in respect of the Scheme Meeting; (b) the employee print a copy of the Scheme Booklet and voting instructions for each shareholder; and (c) the copies of the Scheme Booklet be available for collection by the shareholders at the Palladium Group offices in Dubai. 5. If an email notification of a failure to deliver an email to a Shareholder's nominated electronic address pursuant to Order 3 of these orders is received, there be dispatched by prepaid post or airmail to the address of each such Shareholder as set out in the register of members of the Plaintiff, a copy of the Scheme Booklet, a proxy form in respect of the Scheme Meeting substantially in the form of the proxy form which is at Annexure F of the Scheme Booklet and: (a) Where the Shareholder has a registered address in Australia, a reply paid envelope addressed to Palladium at its postal address as follows: GPO Box 449, Brisbane QLD 4000 Australia. (b) Where the Shareholder has a registered address outside Australia, a return envelope addressed in the manner described in Order 5(a). 6. The time by which proxy forms must be returned or lodged online in accordance with the instructions given on the proxy form be 4 May 2022 at 10:00am (Brisbane time). 7. On or before 9 May 2022, the Plaintiff publish in The Australian newspaper a notice of the hearing of the application under subsection 411(4) of the Corporations Act for orders approving the Scheme, substantially in the form of Exhibit CH-4 to the First Affidavit of Christopher Hirst dated 28 March 2022, and the Plaintiff be relieved from compliance with Rule 3.4 and Form 6 of the Federal Court (Corporations) Rules 2000 (Cth) (Federal Court Corporations Rules) to the extent necessary. 8. Rule 2.15 of the Federal Court Corporations Rules shall not apply to the Scheme Meeting. 9. The proceeding be adjourned to 10:15am on 16 May 2022 before Justice Yates for the hearing of the application to approve the Scheme. 10. The Plaintiff be given liberty to apply. 11. These orders be entered forthwith. Note: Entry of orders is dealt with in Rule 39.32 of the Federal Court Rules 2011. REASONS FOR JUDGMENT YATES J: Introduction 1 At a first court hearing on 6 April 2022, the plaintiff, Palladium Holdings Pty Limited (Palladium), sought an order under s 411(1) of the Corporations Act 2001 (Cth) (the Act) that a meeting of its members be convened to consider, and if thought fit agree to, a scheme of arrangement (the proposed scheme) to effect a merger between Palladium and Global Infrastructure Solutions Inc (GISI) through its indirect subsidiary Palladium Global Corporation (PGC). 2 On 6 April 2022, I made that order. I also made other orders providing for: convening and holding the meeting; dispatching the required explanatory statement; lodging proxy forms; and advertising the second court hearing, which is intended to be held on 16 May 2022. 3 These are my reasons for making those orders. Capitalised expressions are defined in either the proposed scheme, the Scheme Implementation Agreement and/or in the scheme booklet, discussed below. Background 4 Palladium is an Australian registered company. Its core business is as a managing contractor responsible for implementing projects in the international development (Official Development Assistance (ODA)) market, mainly on behalf of donor governments and institutions. Its core competency is advisory services and program management in emerging markets, with particular expertise in economic development and trade; public policy and governance; supply chain management; crisis planning and administration; workforce development and education; health systems; agriculture and food security; environment and natural resources protection; and emergency response and logistics. Management consulting, advisory, and training services in the discipline of strategy execution and impact investment, complement these core activities and amplify the impact delivered to public and private sector clients. 5 Palladium's core program management clients are the Australian Government, the United States Government, and the United Kingdom Government. Palladium segments its operations by three key regions: Asia-Pacific; Americas; and Europe, Middle East and Africa. It refers to each region as Partnerships. 6 Palladium has 4,382,298 ordinary shares on issue. 7 GISI is a private company incorporated under the laws of Delaware, in the United States of America. It operates a group of diversified engineering, construction management, program management, and consulting businesses that serve clients throughout the United States, Canada, the United Kingdom, and Ireland. 8 PGHI Holding Company is a wholly-owned subsidiary of GISI. PGHI Holding Company owns all but one share in Palladium Global Holdings Inc (PGHI). PGHI owns all the shares in PGC. 9 On 8 January 2022, Palladium entered into a Scheme Implementation Agreement (SIA) with GISI. The SIA has been amended and restated. The current version of the SIA was amended and restated with effect from 4 April 2022. Under the SIA, the parties agreed to implement the proposed scheme subject to the satisfaction or waiver of certain conditions precedent, including Palladium shareholder approval and Court approval. The proposed scheme 10 Under the proposed scheme, PGC will acquire 100% of the share capital in Palladium and the Palladium Shareholders will receive the Scheme Consideration comprising, in respect of each Scheme Share, a cash component of US$51.13 (the Cash Consideration), and a scrip component. The scrip component comprises, in respect of each Scheme Share, 0.4088 New GISI Share and one New PGHI Share (the Scrip Consideration). Following implementation of the proposed scheme, the Scheme Shareholders will, collectively, retain a 20% indirect interest in Palladium through their shareholding in PGHI. 11 The maximum Cash Consideration payable in accordance with the proposed scheme is US$224,066,897. This sum will be funded by GISI with cash on hand. Financing is not a condition of the proposed scheme. 12 Performance risk is managed in the following way. The aggregate amount of the Cash Consideration will be deposited in cleared funds into a Trust Account by no later than the Business Day before the Implementation Date. On the Implementation Date, Palladium will pay the Cash Consideration, or procure its payment, from the Trust Account to the Scheme Shareholders, according to their entitlements, into their nominated bank accounts or, as it might transpire, by cheque delivered by pre-paid ordinary post or, for Scheme Shareholders outside Australia, by pre-paid airmail post. As to the Scrip Consideration, PGHI will issue the New PGHI Shares, and GISI will issue the New GISI Shares, to the Scheme Shareholders by no later than the Implementation Date. 13 On 16 March 2022, GISI, PGHI, and PGC executed a Deed Poll under which they respectively covenanted, to each Scheme Shareholder, to perform their obligations under the proposed scheme. Expert evidence has been adduced to the effect that, amongst other things, the Deed Poll has been duly executed and delivered by the covenantors, who have irrevocably and unconditionally submitted to the non-exclusive jurisdiction of the courts in Queensland. The explanatory statement 14 The explanatory statement required by s 412(1)(a) of the Act is contained in the scheme booklet, which has been tendered as Exhibit A. Evidence has been placed before the Court of an extensive verification process in respect of the statements made in the scheme booklet. The directors' opinion 15 Palladium's directors have unanimously recommended that the members vote in favour of the proposed scheme in the absence of a Superior Proposal. Each director has signified his or her intention to vote their Palladium Shares in favour of the proposed scheme in the absence of a Superior Proposal. The directors hold, in aggregate, a Relevant Interest in approximately 56.7% of the Palladium Shares on issue. The independent expert's opinion 16 Palladium's directors engaged Ernst & Young Strategy and Transactions Ltd (E&Y) to prepare a report advising on whether, in E&Y's opinion, the proposed scheme is in the best interests of the Scheme Shareholders. In preparing their report, E&Y had regard to Regulatory Guide 111: Content of expert reports (RG 111), which has been issued by the Australian Securities and Investments Commission (ASIC). RG 111 provides guidance on the matters that an independent expert should consider when determining whether or not a particular transaction is in the best interests of shareholders. 17 Where a transaction has a similar effect on a company's shareholding as a takeover offer, RG 111 states that the transaction should be analysed as if it were a takeover offer. In that framework, an offer is "fair" if the value of the offer price or consideration is equal to or greater than the value of the securities that are the subject of the offer, and an offer is "reasonable" if it is "fair" (see RG 111.11 – 111.12). It might also be "reasonable" if, despite being "not fair", the expert believes that there are sufficient reasons for security holders to accept the offer in the absence of any higher bid before the close of the offer (see RG 111.21). 18 RG 111 states that, in the case of a scheme, if an expert can conclude that the offer is "fair and reasonable" then the expert will be able to conclude that the scheme is "in the best interests of" the relevant shareholders (see RG 111.19). It also states that if the expert concludes that an offer is "not fair but reasonable", then it is still open to the expert to conclude that the scheme is "in the best interests of" the shareholders (see RG 111.21). 19 Jamie Stewart is a director and representative of E&Y. He and another colleague had overall responsibility for preparing the report that E&Y has provided to Palladium. 20 In determining whether the proposed scheme is fair, E&Y compared the assessed fair value of a Palladium Share on a controlling interest basis with the assessed fair value of the Scheme Consideration. E&Y concluded that the fair value of the Scheme Consideration is above the range of values assessed for the Palladium Shares. E&Y concluded, therefore, that the proposed scheme is fair. 21 E&Y also considered the advantages of the proposed scheme against its disadvantages. One of the disadvantages, if the proposed scheme were to be approved and implemented, is a short-term restriction on selling the New GISI Shares and the New PGHI Shares, to which I refer in more detail below. 22 Having noted and discussed the advantages and disadvantages of the proposed scheme, the E&Y report concludes that the potential advantages of the proposed scheme outweigh the potential disadvantages as a whole. The report concludes that the proposed scheme is fair and reasonable and, therefore, in the best interest of the Scheme Shareholders. 23 The E&Y report is annexed to the scheme booklet. 24 Mr Stewart has deposed that the E&Y report sets out his opinion, as a director and representative of E&Y, that the proposed scheme is fair and reasonable and that, in the absence of a superior proposal, the proposed scheme is in the best interests of the Scheme Shareholders. Foreign shareholders 25 There are a number of foreign shareholders. These shareholders are located in Brazil, Cambodia, Canada, Ghana, Guatemala, Kuwait, the Netherlands, Nigeria, Saudi Arabia, the United Arab Emirates, the United Kingdom, and the United States of America. They will participate in the proposed scheme on the same basis as all other Scheme Shareholders. The scheme booklet sets out certain disclaimers, relevant to those jurisdictions, in respect of the proposed scheme. 26 Palladium has been advised that it cannot distribute the scheme booklet in Kuwait or in Saudi Arabia. As a consequence, it is proposed that the shareholders in Kuwait and in Saudi Arabia will be brought to Dubai and personally given the scheme booklet and a proxy form. Exclusivity provisions 27 Clause 8 of the SIA contains exclusivity provisions identified by the headings "No existing discussion", "No shop", "No talk", "No due diligence", "Notification by Palladium", and "Matching Right". Such provisions are commonplace. 28 The "No shop", "No talk", "No due diligence", and "Notification by Palladium" clauses apply during the Exclusivity Period. The Exclusivity Period is the earlier of the End Date (16 June 2022 or such other date as agreed by Palladium and PGC); the Effective Date (the date the proposed scheme comes into effect for the purposes of s 411(10) of the Act); and the date the SIA is terminated in accordance with its terms. 29 The evidence is that these provisions were considered necessary in order to secure the transaction between the parties. The Court's concern is to ensure that: the relevant exclusivity period is capable of precise ascertainment and is no more than is reasonable in the circumstances; any obligation directed to dealing with an unsolicited alternative merger proposal will be subject to a "fiduciary carve-out"; and the relevant obligations are clearly disclosed in the explanatory statement: Re Arthur Yates & Co Ltd [2001] NSWSC 40; 36 ACSR 758 at [9]. 30 In the present case, the Exclusivity Period is capable of precise ascertainment. The length of the Exclusivity Period, gauged by reference to the End Date, is reasonable in the circumstances. The "No talk" and "No due diligence" obligations are subject to a "fiduciary carve-out". The "No shop" obligation is not included in the "fiduciary carve-out". I accept that this is consistent with authority: Re Hostworks Group Ltd [2008] FCA 64; 26 ACLC 137 at [34]; Macquarie Private Capital A Ltd [2008] NSWSC 323; 26 ACLC 366 at [19]; Re Healthscope Limited [2010] VSC 367 at [19] – [22]; Re AXA Asia Pacific Holdings Ltd [2011] VSC 4 at [29]. 31 The existence of the exclusivity provisions, and their effect, are clearly disclosed and discussed in the scheme booklet. Break fee 32 The SIA provides for the payment of break fees—one by Palladium, the other by GISI. The Palladium break fee is US$3,700,000. The GISI break fee is also US$3,700,000. 33 The Palladium break fee is payable on the occurrence of certain specified events. These events do not include the members of Palladium failing to approve the proposed scheme. Thus, the obligation to pay the Palladium break fee should not have a coercive effect in relation to the members' consideration of the proposal before them: Re Adelaide Bank Limited [2007] FCA 1582 at [31]; Re Bolnisi Gold NL (No 2) [2007] FCA 2078; 165 FCR 45 at [12]. 34 The existence and terms of the Palladium break fee and the GISI break fee are disclosed and discussed in the scheme booklet. 35 The amount of the Palladium break fee has been calculated in accordance with Schedule 8 to the SIA. It represents approximately 1% of the Scheme Consideration and is consistent with the Takeover Panel's Guidance Note 7: Lock-up Devices. 36 There is evidence before me that the Palladium break fee and the GISI break fee were included in the SIA as a result of normal commercial negotiations between Palladium and GISI, both of whom were assisted in those negotiations by professional legal and financial advisers. The evidence is that these provisions were considered necessary in order to secure the transaction between the parties. Warranties 37 The proposed scheme provides that each Scheme Shareholder warrants that that shareholder's Scheme Shares (including any rights and entitlements attaching to those shares) will, at the date of transfer, be fully paid and free from all encumbrances and that the shareholder has full power and capacity to sell and transfer that shareholder's Scheme Shares (including any rights and entitlements attaching to those shares). 38 The existence and terms of these warranties are disclosed and discussed in the scheme booklet. The PIC transaction 39 On 1 April 2022, a number of existing Palladium shareholders entered into an agreement (the PIC transaction) by which they acquired from PGHL 100% of the shares in Palladium Impact Capital Limited (PIC). This is one of the conditions precedent under the SIA. The rationale for undertaking the PIC transaction was to remove PIC from the Palladium Group so that the proposed scheme could proceed to implementation without the requirement for PGC to obtain approval from the Financial Conduct Authority of the United Kingdom (FCA) to acquire Palladium. Palladium and GISI were concerned about the potential for significant delays in the FCA approval process which might result in that approval not being obtained within the timetable set for implementation of the proposed scheme. It is intended that the new PIC shareholders will only hold their shares in PIC for an interim period during which they will receive no economic benefit from holding those shares. All the shares will be re-transferred to PGHL after implementation of the scheme, once GISI obtains FCA approval for that to occur. The re-transfer will be at the same price paid by the new PIC shareholders under the agreement by which they acquired the shares. 40 I accept Palladium's submission that this circumstance is not class-creating. 41 The existence and effect of the PIC transaction are disclosed and discussed in the scheme booklet. New directorships 42 On implementation of the proposed scheme, the current directors of Palladium—Mr Hirst, Mr Bredhauer, and Ms Wallace—will become directors of PGHI. Mr Hirst will not receive any remuneration as a director of PGHI. He will remain in his current position as Chief Executive Officer of the Palladium Group on the remuneration and other terms that currently apply to him. However, Mr Bredhauer and Ms Wallace will be paid US$60,000 per annum for acting as directors. 43 I accept Palladium's submission that these circumstances are not class-creating. 44 These matters are disclosed and discussed in the scheme booklet. Minimum holding period for scrip consideration 45 GISI and PGHI are private companies which are regulated by their respective stockholders' agreements. These agreements contain restrictions on the transfer of shares, requiring that, other than in respect of permitted transfers, transfers are to be effected by a shareholder requiring GISI or PGHI (as the case might be) to purchase their shares under a put option. 46 The proposed scheme, if approved and implemented, will impose an additional limitation, namely that the Scheme Shareholder must hold the Scrip Consideration for a minimum period of 12 months. In the case of the New GISI Shares, this limitation will be imposed through the instrumentality of a deed poll to be executed by Palladium as the attorney and agent for each Scheme Shareholder. Under that deed poll each Scheme Shareholder will covenant, in favour of GISI, not to request GISI to purchase any of the New GISI Shares pursuant to the GISI Stockholders Agreement. In the case of the New PGHI Shares, this limitation will be imposed by the terms of the PGHI Stockholders Agreement itself. 47 As I have noted above, one of the disadvantages of the proposed scheme considered by E&Y was the minimum hold period in respect of the Scrip Consideration. The matter is succinctly explained in the E&Y report: … Scheme Shareholders will not be able to sell their shares in PGHI or GISI for a period of 12 months following the implementation of the Scheme. After this time, in any given year, Scheme Shareholders will only be able to sell a maximum of one third of their PGHI shares or one fifth of their GISI shares, or shares in either company worth up to US$2 million. … This effectively means that shareholders cannot realise cash for their shares for 12 months and, after that, restricts the number of shares that Scheme Shareholders can sell. However, within these caps, and after the initial 12-month period, the GISI and PGHI liquidity mechanisms mean that the Scheme Shareholders will be able to sell their shares for cash effectively at any time (except during blackout periods). 48 Mr Kissel is a director of PGC, the Executive Vice Chair of GISI, and the President and Director of PGHI. He explained the importance of the minimum hold period of 12 months: The Minimum Hold is commercially important to GISI and PGHI, as otherwise the scrip consideration provided pursuant to the Scheme could involve (at the election of the Scheme Shareholders, if they propose to exercise the put option immediately) the quicker receipt of more cash consideration. This is not the basis on which GISI has proposed the Scheme, as it is important to GISI that the Scheme Shareholders are invested in the combined enterprise. 49 The scheme booklet draws attention to the 12-month minimum hold period, and the other transfer restrictions that exist under the GISI Stockholders Agreement and the PGHI Stockholders Agreement. The scheme booklet provides a summary of the transfer restrictions, put options, and the call rights in the GISI Stockholders Agreement and the PGHI Stockholders Agreement. Chairperson 50 Mr Bredhauer has consented to act as chairperson of the proposed scheme meeting. Ms Wallace has consented to act as chairperson of the proposed scheme meeting if, for some reason, Mr Bredhauer is unable to act in that role. Each has provided an affidavit satisfying the requirements of r 3.2 of the Federal Court (Corporations) Rules 2000 (Cth). ASIC 51 A letter dated 6 April 2022 from ASIC to Palladium's directors is in evidence: Exhibit C. In that letter, ASIC explained that it did not wish to appear to make submissions, or intervene to oppose the proposed scheme, at the first court hearing. 52 Section 411(2)(a) of the Act requires that ASIC be given at least 14 days' notice of the first court hearing, unless the Court permits a shorter period. ASIC acknowledges that this requirement has been satisfied in respect of the present application. 53 Section 411(2)(b) of the Act requires that the Court be satisfied that ASIC has had a reasonable opportunity to examine the terms of the proposed scheme and the draft explanatory statement, and to make submissions. ASIC acknowledges that it has been given this reasonable opportunity. Generally 54 I am satisfied that Palladium is a Part 5.1 body and that the proposed scheme is an "arrangement" for the purposes of s 411(1) of the Act: Re Foundation Healthcare Ltd [2002] FCA 742; 42 ACSR 252 at [39]; Re MIA Group Ltd [2004] NSWSC 712; 50 ACSR 29 at [2] – [9]; Re Sino Gold Mining Ltd [2009] FCA 1277; 74 ACSR 647 at [4]. 55 The formal requirements that are preliminary to the Court ordering, under s 411(1) of the Act, that a meeting of members be convened, have been satisfied. 56 I am satisfied that the proposed scheme is of such a nature and is cast in such terms that, if it receives the requisite statutory majorities, the Court is likely to approve it on an unopposed application: FT Eastment & Sons Pty Ltd v Metal Roof Decking Supplies Pty Ltd (1977) 3 ACLR 69 at 72; Re Centrebet International Limited [2011] FCA 870 at [29]. 57 Subject to my consideration of any matter that might be raised at the second court hearing, I am satisfied that the scheme booklet sufficiently discloses the detail and effect of the proposed scheme to enable members to make an informed decision on how to vote. I am satisfied that the scheme booklet, standing as the explanatory statement, should be approved. I certify that the preceding fifty-seven (57) numbered paragraphs are a true copy of the Reasons for Judgment of the Honourable Justice Yates. Associate: Dated: 10 May 2022