In the matter of Link Administration Holdings Limited (No 2) [2024] NSWSC 529

Supreme Court New South Wales

Medium Neutral Citation: In the matter of Link Administration Holdings Limited (No 2) [2024] NSWSC 529 Hearing dates: 30 April 2024 Date of orders: 30 April 2024 Decision date: 03 May 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 Anaconda Nickel Holdings Pty Ltd (2003) 44 ACSR 229 - Re GBST Holdings Ltd [2019] NSWSC 1503 - Re Invocare Ltd (No 2) [2023] NSWSC 1350 - Re Link Administration Holdings Ltd [2024] NSWSC 331 - Re Pendal Group Ltd (No 3) [2023] NSWSC 14 Category: Principal judgment Parties: Link Administration Holdings Limited (Plaintiff) Representation: Counsel: D F C Thomas SC (Plaintiff) I Ahmed SC (Bidder)

Solicitors: Herbert Smith Freehills (Plaintiff) Gilbert & Tobin (Bidder) File Number(s): 2024/88574

Judgment 1. By Originating Process filed on 7 March 2024, the Plaintiff, Link Administration Holdings Ltd ("Link") applied for orders under ss 411 and 1319 of the Corporations Act 2001 (Cth) ("Act"), in respect of a proposed scheme of arrangement. I made the orders sought by Link at the first Court hearing on 21 March 2024 at the conclusion of that hearing, for the reasons set out in an earlier judgment (Re Link Administration Holdings Ltd [2024] NSWSC 331). The applicable scheme resolution was passed by the requisite majorities at the scheme meeting held on 24 April 2024. 2. Link now seeks an order under s 411(4) of the Corporations Act 2001 (Cth) approving the proposed scheme of arrangement. I made the orders sought by Link at the conclusion of the second Court hearing on 30 April 2024 and these are my reasons for doing so. I have drawn on the helpful submissions of Mr Thomas who appeared for Link in this judgment.