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Category: Principal judgment

Parties: Grant Thornton Australia Ltd (Plaintiff)
Turbo Fast Track Buyer Pty Ltd (Bidder)

Representation: Counsel:
Mr D Thomas SC / Mr H Atkin (Plaintiff)
Mr J R Williams SC (Bidder)
Solicitors:
Allens (Plaintiff)
Gilbert + Tobin (Bidder)

File Number(s): 2026/243712

JUDGMENT

Nature of the application

1. By Originating Process filed on 12 June 2026, the Plaintiff, Grant Thornton Australia Ltd (“GTAL”) seeks orders under ss 411 and 1319 of the Corporations Act 2001 (Cth) (“Act”) in respect of a proposed scheme of arrangement with its shareholders, other than Excluded Shareholders as defined in a Scheme Implementation Deed (“SID”) dated 27 April 2026 in respect of the scheme. I made the orders sought by GTAL at the conclusion of the hearing on 30 June 2026, for the reasons set out in my judgment in Re Grant Thornton Australia Ltd [2026] NSWSC 898 (“GTAL1”). On 21 July 2026, I made further orders pursuant to ss 411(1) and 1319 of the Act approving the distribution of further supplementary scheme material.

2. By way of background, GTAL is an unlisted public company which conducts an accounting and professional services business. The GTAL Group provides, inter alia, audit services, financial advisory services and tax services. GTAL operates in conjunction with a partnership which provides services to GTAL and its associated entities to enable GTAL’s provision of professional services to its clients. About 99% of the shares which are the subject of the proposed scheme are held by existing principals (referred to as “partners”) of GTAL or their nominees (excluding Retiring Partners, as defined in the SID) and about 1% of those shares are held by Grant Thornton Consolidated Ltd (“GTCL”), which is in turn owned by the relevant partners. The proposed scheme contemplates the acquisition of shares in GTAL by Turbo Fast Track Buyer Pty Ltd (“Fast Track”) which is an indirect wholly-owned entity of Turbo Parent Partnership LP (“Turbo LP”), which owns the Grant Thornton Advisors Multi-National Professional Services Platform, and Turbo EMEA Holdings BV as Guarantor. The proposed consideration for the acquisition is generally a mix of cash and scrip consideration, comprising limited partnership interests in Turbo LP, as determined by specified allocation principles under the SID.

3. The scheme was approved by the requisite majorities of GTAL shareholders for the purposes of s 411(4)(a)(ii) of the Act at the scheme meeting on 3 August 2026. At this second Court hearing, GTAL seeks orders approving the scheme. No GTAL shareholder or other person indicated an intention to appear at this hearing or appeared to oppose the approval of the scheme. I made the orders sought by GTAL at the conclusion of this hearing on 18 August 2026. These are my reasons for making the orders, and I have drawn on the helpful submissions of Mr Thomas, with whom Mr Atkin appeared for GTAL, in this judgment.

Affidavit evidence

4. GTAL reads the affidavit dated 16 August 2026 of Mr Said Jahani, its chief executive officer. Mr Jahani there addressed amendments made to the scheme booklet as contemplated at the first Court hearing; the registration and despatch of the scheme booklet; the provision of information to each GTAL shareholder as to the allocation of cash and scrip consideration to that shareholder under the scheme, in the manner noted in GTAL1; the despatch of supplementary information in respect of the scheme; the conduct of the scheme meeting and the passage of the relevant resolution; and the fact that the GTAL shareholder who voted against the scheme has since executed necessary documents to receive their allocation of the scrip component of the scheme consideration. Mr Jahani also addressed the position in respect of conditions precedent to the scheme and notification given to GTAL shareholders of the second Court hearing.

5. GTAL also reads the affidavit dated 17 August 2026 of Mr Thomas Story, a solicitor acting for it, which addressed a minor delay in establishing an escrow account contemplated by the transaction. That delay is not lengthy; the amount to be deposited into that account is not material in economic terms, by comparison with the total scheme consideration; and this matter does not affect the payment of the cash component of the scheme consideration or raise any performance risk in respect of the scheme. That matter provides no reason not to approve the scheme.

6. GTAL also tenders a letter dated 17 August 2026 from ASIC indicating that it had no objection to the proposed scheme under s 411(17)(b) of the Act and two conditions precedent certificates indicating satisfaction or waiver of relevant conditions precedent to the scheme.

Applicable principles

7. I summarised the matters which will be considered by the Court at a second Court hearing of a scheme in Re InvoCare Ltd (No 2) [2023] NSWSC 1350 at [8]–[9] and again in Re Southern Cross Gold Ltd (No 2) [2025] NSWSC 2 at [8], where I observed that:

“The Court must be satisfied of several matters in order to approve a scheme of arrangement at the second Court hearing, namely that the plaintiff has complied with the orders of the Court convening the meeting of members; the meeting of members so convened has approved the scheme with the requisite majorities; all other statutory requirements have been satisfied; the scheme is fair and reasonable so that an intelligent and honest person who was a member of the relevant class, properly informed and acting alone, might approve it; the plaintiff has brought to the attention of the Court all matters that could be considered relevant to the exercise of the Court’s discretion; and there was full and fair disclosure to members of all information material to the decision whether to vote for or against the applicable scheme: Re Permanent Trustee Co Ltd (2002) 43 ACSR 601; [2002] NSWSC 1177 at [8]–[10]; Re Central Pacific Minerals NL [2002] FCA 239 (“Central Pacific Minerals”) at [8]–[14]; Re Seven Network (No 3) (2010) 267 ALR 583; [2010] FCA 400 … at [35]–[39]; Re Solution 6 Holdings Ltd (2004) 50 ACSR 113; [2004] FCA 1049 at [18]–[24]; Re Redcape Property Fund Ltd and the Trust Company (RE Services) Ltd (as the responsible entity for the Redcape Property Trust) [2012] NSWSC 486 at [7]; Re Amcor Ltd (No 2) [2019] FCA 842 at [7]–[11]; Re Ellerston Global Investments Ltd [2020] NSWSC 1108 (“Ellerston”) at [10]–[12]; Re Coca-Cola Amatil Ltd [2021] NSWSC 489 at [9]; Re Pendal Group Ltd (No 3) [2023] NSWSC 14 at [9]. The Court will also have regard to shareholders’ assessment of their interests as manifested in the voting results on the scheme resolution in recognising that shareholders are “the best judges of whether an arrangement is to their commercial advantage”: Central Pacific Minerals at [13]; Ellerston at [10].”

8. Consistent with the case law, Mr Thomas submits that, in order to approve a scheme at the second Court hearing, the Court will need to be satisfied that the scheme has been approved by the requisite majorities and that the other procedural requirements have been satisfied, and the Court will then exercise its discretion as to whether or not to approve the scheme. He further submits, by reference to authority, and I accept, that relevant matters to the exercise of the Court’s discretion to approve the scheme include:

“a. whether the scheme complies with the statutory and regulatory requirements for schemes of arrangement;

b. whether the scheme members have voted in good faith and not for an improper purpose;

c. whether there has been accurate and comprehensive disclosure of the details of the scheme and its effect to those voting on it;

d. whether minority shareholders would be oppressed by the scheme;

e. whether the scheme is fair and reasonable in the sense that an intelligent and honest shareholder who is a member of the relevant class, properly informed and acting alone might approve it;

f. whether the scheme offends public policy; and

g. whether all matters that could be considered relevant to the exercise of the Court’s discretion have been brought to the attention of the Court.”

Determination

9. I am satisfied that GTAL complied with the Court’s orders in respect of the distribution of scheme documents to its shareholders. The scheme booklet and convening orders were lodged with ASIC; the despatch of the scheme materials to GTAL shareholders and the conduct of the scheme meeting is addressed in the evidence; and there is no reason to think there was any defect in the notice of the scheme given to GTAL shareholders.

10. The scheme resolution was passed by the statutory majorities at the scheme meeting on 3 August 2026. By way of number of votes cast, 103,113,026 shares (99.9%) were voted in favour of the resolution and 110,000 (0.1%) against and, by number of shareholders, 166 (99.4%) voted in favour and 1 (0.6%) against. Neither GTCL nor any Retiring Partner cast votes at the scheme meeting.

11. Mr Thomas also addresses the question whether any differentiation of GTAL shareholders into classes was required at the scheme meeting. He recognises that, as I noted in GTAL1, GTAL shareholders will generally receive a mix of cash and scrip consideration determined by application of specified allocation principles, and the consideration provided to each GTAL shareholder differs as between GTAL shareholders. Mr Thomas now submits that:

“Each GTAL Shareholder has identical rights under the Scheme, in that each GTAL Shareholder has a right to Scheme Consideration determined by application of the Scheme Consideration Allocation Principles. There is no reason to consider that the existence and application of those principles rendered it impossible for GTAL Shareholders to consult together with a view to their common interest. As noted in submissions at the First Court Hearing, the differential determination of Scheme Consideration outcomes in part mirrors the differential distribution of profits that already occurred, which involved elements of differentiation, discretion and judgment.

Further, given the overwhelming majority of GTAL Shareholders voting in favour of the Scheme, even if GTAL Shareholders had met in multiple different sub-classes of those receiving comparable allocations, no different result would have occurred. In this regard, there was only one GTAL Shareholder who voted against approval of the Scheme. … ”

12. I observed in GTAL1 at [21] and continue to hold the view that:

“[T]he fact that GTAL shareholders will receive somewhat different consideration under the scheme does not have the result that they are unable to consult together with a view to their common interest or should vote in different classes, particularly where this reflects the result of common allocation principles: Re SG Fleet Group Ltd [2025] NSWSC 214 at [15]; Re HMA International Ltd [2026] NSWSC 401 at [31]–[38].”

13. I also accept Mr Thomas’ submission that, given the size of the majorities at the scheme meeting, a division of members into classes would have made no difference to the outcome of that meeting.

14. A further and minor issue arises in respect of the conduct of the scheme meeting. Order 7(b) of the Court's orders made at the first Court hearing provided for Ms Waters, or failing her, Ms Grady, to act as chair of the scheme meeting. Although Ms Waters attended the scheme meeting, she was experiencing technical issues with her computer, and Mr Jahani rather than Ms Grady then assumed the position of chair of the scheme meeting. Mr Jahani’s evidence is that he had no interest in relation to Fast Track or the scheme, except as otherwise disclosed in the scheme booklet and his first affidavit; and he could have been appointed as chair of that meeting. Mr Thomas submits, and I accept, that the resulting non-compliance with order 7(b) is a procedural irregularity for the purposes of s 1322(2) of the Act; there is no reason to believe that this irregularity has caused or may cause substantial injustice; and the scheme meeting was not invalidated by this irregularity. No further order of the Court is required in that regard.

15. The other statutory requirements for the scheme have been satisfied. The scheme was here recommended by GTAL’s board. There is no reason to doubt that the scheme is fair and reasonable so that an intelligent and honest GTAL shareholder, properly informed and acting alone, might approve the scheme. There is otherwise no reason to doubt that GTAL has brought all matters that could be considered relevant to the exercise of the Court’s discretion to the Court’s attention, or to doubt that there was full and fair disclosure to shareholders of all information material to the decision whether to vote for or against the scheme. I am therefore satisfied that the scheme is appropriate for the Court’s approval.

Other matters

16. GTAL indicated at the first Court hearing that the issuer intends to rely on an exemption from the registration requirements of the Securities Act 1993 (US), under s 3(a)(10), in connection with the issue of the Turbo LP units to GTAL shareholders pursuant to the scheme. Consistent with the practice noted in Re Bionomics Ltd (No 2) [2024] NSWSC 1666 at [12]–[13] and Re Auswide Ltd (No 2) [2025] NSWSC 72 at [15]–[16], I record that the requisite conditions of that exemption are satisfied. The Court was here advised, before the commencement of the second Court hearing to approve the scheme, that the issuer will rely on the s 3(a)(10) exemption on the basis of the Court's approval and advice, and GTAL shareholders were also informed of this in the scheme booklet; the scheme contemplates that GTAL shareholders will receive Turbo LP units in accordance with the allocation principles in exchange for other securities, their scheme shares; the Court has held a hearing to consider the fairness and reasonableness of the scheme, and the hearing was open to the public and any person to whom securities are to be issued had standing to appear; notice of the date of the second Court hearing was provided to GTAL shareholders prior to the proposal being considered at the scheme meeting; and there was no appearance by any GTAL shareholder at the second Court hearing, and no opposition to approval of the scheme.

17. GTAL also seeks an exemption under s 411(12) of the Act from compliance with s 411(11) of the Act, so that a copy of the Court orders approving the scheme does not need to be annexed to any copy of GTAL's constitution that may be issued in the future. I accept that there is here no utility in having the Court’s order annexed to GTAL's constitution, where the scheme did not bring about any change to that constitution: Re Anaconda Nickel Holdings Pty Ltd (2003) 44 ACSR 229; [2003] WASC 19 at [65]; Re GBST Holdings Ltd [2019] NSWSC 1503 at [15].

Orders

18. For these reasons, I made the orders sought by GTAL at the conclusion of the second Court hearing on 18 August 2026.

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