In the matter of PTB Group Limited [2022] NSWSC 1694

Supreme Court New South Wales

Medium Neutral Citation: In the matter of PTB Group Limited [2022] NSWSC 1694 Hearing dates: 29 November 2022 Date of orders: 29 November 2022 Decision date: 12 December 2022 Jurisdiction: Equity - Corporations List Before: Black J Decision: Orders made approving a scheme of arrangement. Catchwords: CORPORATIONS – Arrangements and reconstructions – Schemes of arrangement or compromise – Application under s 411 of the Corporations Act 2001 (Cth) for orders approving scheme of arrangement – Where formal requirements satisfied – Whether scheme of arrangement should be approved. Legislation Cited: - Corporations Act 2001 (Cth), s 411 - Foreign Acquisition and Takeovers Act 1975 (Cth), s 75 Cases Cited: - Re Amcor (No 2) [2019] FCA 842 - Re AusNet Services Ltd (No 2) [2022] NSWSC 79 - Re PTB Group Ltd [2022] NSWSC 1494 - Re Wesfarmers Ltd (No 2) [2018] WASC 357 Category: Principal judgment Parties: PTB Group Limited (Plaintiff) Representation: Counsel: M Oakes SC (Plaintiff) B Ng (Acquirers)

Solicitors: Talbot Sayer (Plaintiff) Clayton Utz (Acquirers) File Number(s): 2022/284349

Judgment

Background 1. By Originating Process filed on 23 September 2022, the Plaintiff, PTB Group Limited ("PTB"), sought orders under ss 411(1) and 1319 of the Corporations Act 2001 (Cth) ("Act") that it convene a meeting of its members to consider and vote upon a proposed scheme of arrangement between PTB and its shareholders. By way of background, PTB is an Australian public company limited by shares and its securities are listed on the Australian Securities Exchange ("ASX") and is a global provider of maintenance, repair and overhaul services for turbo prop aircraft engines, aircraft and engine leasing, and aircraft and engine spare parts. The scheme, if implemented, would result in the acquisition of all the ordinary shares in PTB by a wholly owned subsidiary of PAG Holding Corp ("PAG") and the subsequent delisting of PTB from the ASX. Under the terms of the proposed scheme, PTB shareholders will receive $1.595 per PTB share, being total scheme consideration of $202.9 million, and PTB could also declare and pay a $0.03 per PTB share fully franked dividend, conditional upon specified matters. By my judgment delivered on 10 October 2022 (Re PTB Group Ltd [2022] NSWSC 1494), I made the orders sought by PTB at the first Court hearing to convene the scheme meeting. 2. Mr Oakes, who appears for PTB, now submits that PTB has complied with all the procedural requirements set out in the Court's orders and that the proposed scheme is fit for approval in accordance with the principles ordinarily applied at hearings for approval under s 411(4)(b) of the Act. I made the orders sought by PTB at the second Court hearing. These are my reasons for doing so, in which I have drawn on Mr Oakes' helpful submissions.