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Texts Cited: N.A.

Category: Principal judgment

Parties: HMA International Ltd (plaintiff)
ACP Argyle Street BidCo Pty Ltd (bidder)

Representation: Counsel:
I Ahmed SC (plaintiff)
K Sleiman (solicitor) (bidder)
Solicitors:
Thomson Geer (plaintiff)
Corrs Chambers Westgarth (bidder)

File Number(s): 2026/122224

Publication restriction: N.A.

JUDGMENT

1. On 15 May 2026, I made orders approving two proposed schemes of arrangement between the plaintiff, HMA International Ltd (HMA), and its shareholders (Schemes) pursuant to s 411 of the Corporations Act 2001 (Cth). Under the Schemes, ACP Argyle Street BidCo Pty Limited (ACP) proposes to acquire the shares in HMA. ACP Argyle Street Group Pty Ltd (ACP HoldCo) is the holding company of ACP.

2. The details of the respective schemes are outlined in my reasons for making orders at the first Court hearing: see In the matter of HMA International Ltd [2026] NSWSC 401. I will not repeat the matters that have been set out in those reasons. I will also use terms as defined in those reasons.

3. In accordance with orders made at the first Court hearing on 17 April 2026, Scheme meetings were held on 13 May 2026. The HMA shareholders unanimously voted in favour of the Schemes.

4. I made the orders on 15 May 2026. I did so for the following reasons.

Relevant legal principles

5. The legal principles which inform the Court’s discretion as to whether to approve the Ordinary Scheme and the Management Scheme at the second Court hearing are well settled. The matters about which the Court must be satisfied prior to approving the Schemes include:

6. whether there was compliance with the orders of the Court regarding the convening of the Ordinary Scheme Meeting and the Management Scheme Meeting;

7. whether the resolutions approving the Ordinary Scheme and the Management Scheme were passed by the requisite statutory majorities and other statutory requirements have been satisfied; and

8. whether all conditions to which the Ordinary Scheme and the Management Scheme were subject to (other than Court approval and lodgement of the Court’s orders with ASIC) have been satisfied or waived.

See Sierra Mining Ltd, in the matter of Sierra Mining Ltd [2014] FCA 694 at [31] (Gilmour J).

6. The Court also has a residual discretion regarding the approval of the Schemes and is not bound to approve them merely because orders have been made for the convening of meetings or because the statutory majorities have been achieved: Seven Network Limited, in the matter of Seven Network Limited (No 3) [2010] FCA 400; 77 ACSR 701 at [31] (Jacobson J); Staging Connections Group Limited, in the matter of Staging Connections Group Limited (No 2) [2015] FCA 1102 at [12] (Gleeson J).

Compliance with orders convening the Scheme meetings

Despatch of materials

7. There was compliance with the Court’s orders concerning despatch.

8. The orders required that material be sent to HMA shareholders in various ways, depending on whether they had nominated a means by which to receive communications, the nature of any nomination made and whether any non-delivery indication was received in respect of the material sent to them. Ultimately, all HMA shareholders elected to receive notice by way of electronic means and the Scheme materials were provided in that manner.

9. Counsel for HMA drew my attention to a single bounce-back that was received in relation to the distribution of material to the shareholders. In respect of that shareholder, a typographical error was detected in the email address to which the material had been sent. The material was re-sent to that shareholder’s corrected email address, and he subsequently lodged a proxy form in relation to the Ordinary Scheme, voting in favour of it.

Scheme meetings and the achievement of the requisite majorities

10. At the Scheme meetings, HMA shareholders unanimously voted in favour of the Schemes. In particular:

11. In respect of the Ordinary Scheme, there were 65 shareholders entitled to vote at the meeting. Of those persons:

(a) 58 shareholders voted (1 in person, 55 by directed proxy and 2 by undirected proxy); and (b) 100% of the votes cast were in favour of the proposed Ordinary Scheme.

2. In respect of the Management Scheme, there were 55 shareholders entitled to vote at the meeting. Of those persons:

(a) 43 shareholders voted (42 by directed proxy and 1 by undirected proxy); and (b) 100% of the votes cast were in favour of the proposed Management Scheme.

11. There was a high turnout in respect of the Scheme meetings. While this level of turnout may, in part, be attributable to the fact that HMA is not a listed company and has a smaller shareholder base, the fact that voting shareholders chose unanimously to support the Schemes, together with a high turnout, is a clear indication of the extent that they consider them to be in their interests.

Notice of second Court hearing

12. On 1 May 2026 and 5 May 2026, HMA published announcements on its website providing notice of the second Court hearing on 15 May 2026, and of the right of persons to appear at that hearing, as required by the April orders. The notice also provided that any person who objects should file a notice of appearance and serve it on HMA. There was no notice of any person proposing to appear at the second Court hearing and no-one appeared to oppose the orders.

Other statutory requirements

13. Other statutory requirements were also satisfied:

14. the Scheme Booklet was lodged with ASIC on 17 April 2026, in accordance with s 412(6) of the Corporations Act; and

15. ASIC indicated that it had no objection to the Ordinary Scheme or the Management Scheme in accordance with s 411(17) of the Corporations Act.

Satisfaction of conditions precedent

14. Certificates were tendered by HMA’s counsel at the second Court hearing which certified that each of the conditions precedent had been either satisfied or waived in accordance with the Scheme Implementation Deed and the Schemes (as applicable).

The Schemes are fair and reasonable

15. I was satisfied that each of the Ordinary Scheme and the Management Scheme are fair and reasonable, having had regard to the following matters:

16. the resolutions received the support of 100% of votes cast;

17. the Independent Expert opined that the Schemes are in the best interests of each respective cohort of shareholders affected by them; and

18. there was no opposition to either of the proposed Schemes.

Orders

16. I made the following orders:

17. Pursuant to s 411(4)(b) of the Corporations Act 2001 (the Act), the scheme of arrangement between the Plaintiff and its members identified as being management shareholders (Management Shareholders) agreed to by the Management Shareholders at the meeting held on 13 May 2026 (being the form contained in Annexure B to the Scheme Booklet at pages 141 to 160 of Exhibit BG-1 to the affidavit of Bernard Golja affirmed 16 April 2026 (BG April Affidavit)) (Management Scheme) is approved.

18. Pursuant to s 411(4)(b) of the Act, the scheme of arrangement between the Plaintiff and its members other than the Management Shareholders (Ordinary Shareholders) agreed to by the Ordinary Shareholders at the meeting held on 13 May 2026 (being the form contained in Annexure A to the Scheme Booklet at pages 124 to 140 of Exhibit BG-1 to the BG April Affidavit) (Ordinary Scheme) is approved.

19. Pursuant to s 411(12) of the Act, the Plaintiff be exempted from compliance with s 411(11) of the Act in relation to the Ordinary Scheme and Management Scheme.

20. An office copy of these orders be lodged with the Australian Securities and Investments Commission.

21. These orders be entered forthwith.

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