In the matter of GBST Holdings Limited [2019] NSWSC 1503

Supreme Court New South Wales

Medium Neutral Citation: In the matter of GBST Holdings Limited [2019] NSWSC 1503 Hearing dates: 18 October 2019 Date of orders: 18 October 2019 Decision date: 04 November 2019 Jurisdiction: Equity - Corporations List Before: Black J Decision: Orders made approving the scheme of arrangement. Catchwords: CORPORATIONS – scheme of arrangement – application for orders approving scheme of arrangement – where scheme of arrangement involves shareholders in target company transferring their shares to acquirer – where votes cast satisfy statutory majorities – whether scheme of arrangement should be approved. Legislation Cited: - Corporations Act 2001 (Cth) ss 411(1), 411(3), 411(4), 411(4)(a)(ii)(A), 411(4)(a)(ii)(B), 411(4)(b), 411(6), 411(11), 411(12), 411(17)(b), 412 Cases Cited: - Re Central Pacific Minerals NL [2002] FCA 239 - Re GBST Holdings Limited [2019] NSWSC 1280 - Re Medical Australia Ltd (No 2) [2017] FCA 1429 - Re Seven Network Ltd (No 3) (2010) 77 ACSR 701 - Re Toll Holdings Ltd (No 2) [2015] VSC 236 Category: Principal judgment Parties: GBST Holdings Limited (Plaintiff) FNZ (Australia) Bidco Pty Limited (Interested Party) Representation: Counsel: D F C Thomas SC (Plaintiff) J R Williams (Interested Party)

Solicitors: Allens (Plaintiff) Herbert Smith Freehills (Interested Party) File Number(s): 2019/260871

Judgment 1. By Originating Process filed on 21 August 2019, the Plaintiff, GBST Holdings Limited ("GBST"), seeks orders in respect of a scheme of arrangement with the holders of its ordinary shares. Broadly, the scheme provides for the acquisition by FNZ (Australia) Bidco Pty Limited ("FNZ Sub"), a wholly owned subsidiary of Kiwi Holdco Cayce, Ltd ("FNZ") of all of the shares in GBST for cash consideration of $3.50 (comprising $3.85 less a $0.35 special dividend) per share, paid by FNZ Sub or FNZ into an account with the Commonwealth Bank of Australia in Australia. In addition, shareholders receive a special dividend of $0.35 per share held by them on the special dividend record date (as defined), conditional on the scheme becoming effective. The total cash consideration payable to shareholders who hold shares on both of the scheme record date (as defined) and the special dividend record date is $3.85 per share. 2. On 11 September 2019, I made orders convening a meeting of GBST's shareholders pursuant to s 411(1) of the Act in relation to a proposed scheme of arrangement and approving a scheme booklet to be distributed to shareholders in connection with the scheme. I set out my reasons for doing so in a subsequent judgment: Re GBST Holdings Limited [2019] NSWSC 1280. At a meeting of GBST's shareholders on 14 October 2019 convened pursuant to those orders, the scheme was approved by 99.88% of votes cast and 97.73% of shareholders present in person or by proxy. 3. At the second Court hearing on 18 October 2019, GBST sought orders under s 411(4)(b) of the Act approving the scheme and an order under s 411(12) exempting it from compliance with s 411(11) of the Act in relation to the scheme. I made the orders sought at the second Court hearing. These are my reasons for doing so.