In the matter of A2B Australia Limited [2024] NSWSC 377

Supreme Court New South Wales

Medium Neutral Citation: In the matter of A2B Australia Limited [2024] NSWSC 377 Hearing dates: 28 March 2024 Date of orders: 28 March 2024 Decision date: 10 April 2024 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), ss 411, 1319 Cases Cited: - Re A2B Australia Ltd [2024] NSWSC 185 - Re InvoCare Ltd (No 2) [2023] NSWSC 1350 Category: Principal judgment Parties: A2B Australia Limited (Plaintiff) Representation: Counsel: I Ahmed SC (Plaintiff) B Ng (Acquirer)

Solicitors: King & Wood Mallesons (Plaintiff) Corrs Chambers Westgarth (Acquirer) File Number(s): 2024/45098

Judgment 1. By Originating Process filed on 5 February 2024 the Plaintiff, A2B Australia Limited ("A2B"), sought orders that it convene a meeting of its members to consider a proposed scheme of arrangement under s 411 of the Corporations Act 2001 (Cth) ("Act") and directions under s 1319 of the Act as to the manner in which that meeting is to be held. A2B is an Australian public company limited by shares, and is listed on ASX, and operates an Australian taxi network technology and payment solutions business. The proposed scheme provides for ComfortDelGro Corporation Australia Ltd ("CDC") or its wholly owned nominee to acquire all of the issued shares in A2B, other than those already held on behalf of Excluded Shareholders (defined broadly, as members of the CDC Group). 2. At the first Court hearing on 21 February 2024, for the reasons set out in my judgment in Re A2B Australia Ltd [2024] NSWSC 185, I made orders that A2B convene a meeting of its members to consider the proposed scheme and associated orders. At the second hearing, A2B now seeks orders approving the scheme. I made those orders at the conclusion of the second Court hearing on 28 March 2024. These are my reasons for making those orders, and I have drawn on the helpful submissions of Mr Ahmed, who appears for A2B, in this judgment.