In the matter of Adbri Limited [2024] NSWSC 546

Supreme Court New South Wales

Medium Neutral Citation: In the matter of Adbri Limited [2024] NSWSC 546 Hearing dates: 3 May 2024 Date of orders: 3 May 2024 Decision date: 09 May 2024 Jurisdiction: Equity - Corporations List Before: Black J Decision: Order convening scheme meeting and associated orders made. Catchwords: CORPORATIONS – Arrangements and reconstructions – Schemes of arrangement or compromise – Application under s 411 of the Corporations Act 2001 (Cth) for orders convening meeting of members to consider and, if thought fit, to agree to proposed scheme of arrangement – Whether requirements to order scheme meeting are satisfied. Legislation Cited: - Corporations Act 2001 (Cth) ss 110D-110E, 411, 1319 - Supreme Court (Corporations) Rules 1999 (NSW) r 3.2 Cases Cited: - Re Cashcard Australia Ltd (2004) 48 ACSR 738 - Re ELMO Software Pty Ltd [2023] NSWSC 12 - Re Foster's Group Ltd (No 2) [2011] VSC 547 - Re InvoCare Ltd [2023] NSWSC 1180 - Re Villa World Ltd [2019] NSWSC 1207 Category: Principal judgment Parties: Adbri Limited (Plaintiff) Representation: Counsel: J Williams SC (Plaintiff) J Hutton SC (Bidder)

Solicitors: Herbert Smith Freehills (Plaintiff) Gilbert & Tobin (Bidder) File Number(s): 2024/140992

Judgment

Nature of the application and background 1. By Originating Process filed on 16 April 2024, the Plaintiff, Adbri Ltd ("Adbri") seeks orders under s 411 of the Corporations Act 2001 (Cth) ("Act") convening a meeting of its shareholders to consider a proposed scheme of arrangement between Adbri and the holders of its ordinary shares other than Barro Group Pty Ltd and its associates ("Barro Group") ("Independent Adbri Shareholders") and ancillary orders. 2. By way of background, Adbri is an Australian public company limited by shares and is listed on the Australian Securities Exchange ("ASX"). Adbri is a building products and construction materials group and produces and distributes cementitious materials, lime, aggregates, masonry products and industrial minerals. 3. On 14 December 2023, CRH ANZ Pty Ltd ("Bidder"), which is a subsidiary of CRH plc ("CRH"), and individuals and entities associated with the Barro Group (as defined in the scheme booklet), entered into a joint acquisition agreement under which they agreed to co-operate in respect of the proposed scheme. CRH is a global building and construction materials group based in the Republic of Ireland. The Barro Group is currently Adbri's largest shareholder and has a relevant interest in approximately 42.7% of Adbri shares, and is also a joint venture partner of Adbri in some activities. Three of the directors of Adbri (including the Chairman) are connected to the Barro Group. 4. On 27 February 2024 Adbri, CRH and Bidder entered into a scheme implementation deed ("SID"), under which they agreed to implement the proposed scheme subject to the satisfaction, or waiver, of several conditions precedent. The proposed scheme provides for Bidder to acquire of all of the issued shares in Adbri held by Independent Adbri Shareholders (as defined) \ for all cash consideration of $3.20 per fully paid ordinary share in the capital of Adbri. Following implementation of the scheme, all of the issued shares in Adbri will be held by Bidder (as to 57.4%) and the Barro Group (as to 42.7% approximately) and it is proposed that Adbri would delist from the official list of ASX. 5. I made the orders sought by Adbri at the conclusion of the hearing on 3 May 2024. These are my reasons for doing so. I have drawn on the helpful submissions of Mr Williams, who appeared for Adbri, in this judgment.