Insignia Financial Ltd, in the matter of Insignia Financial Ltd [2026] FCA 160 (25 February 2026)

1. Pursuant to subsection 411(1) and section 1319 of the Corporations Act 2001 (Cth), Insignia Financial convene and hold a meeting of its members holding fully paid ordinary shares in Insignia Financial (Scheme Meeting):

(a) for the purpose of considering and, if thought fit, agreeing (with or without modification) to the proposed Scheme between Insignia Financial and its members, the terms of which are set out in Annexure A to these orders; and

(b) to be held on 13 April 2026 commencing at 10.00am and to be conducted in person at King & Wood Mallesons, Level 27, 447 Collins Street, Melbourne and virtually via an online platform.

1. Pursuant to subsection 411(1) and section 1319 of the Act, the Scheme Meeting be convened by sending on or before 4 March 2026 to each Insignia Financial shareholder:

(a) in the case of Insignia Financial shareholders who have elected to receive communications electronically (Email Shareholders), an email substantially in the form which appears at page 621 of Exhibit PS-1 to the first Affidavit of Peter James Stirling sworn on 24 February 2026 (Stirling Affidavit), which includes access by links to online portals or websites where Email Shareholders may:

(i) access and download an electronic copy of a document substantially in the form which appears at pages 7 to 347 of Exhibit PS-1 to the Stirling Affidavit as amended in the manner set out at pages 5 to 15 of Exhibit PS‑2 to the second Affidavit of Peter James Stirling sworn on 24 February 2026 (Scheme Booklet);

(ii) lodge online an electronic voting form containing a proxy appointment; and

(iii) access an online platform to listen to and participate in the Scheme Meeting;

(b) in the case of Insignia Financial shareholders who have elected to receive communications and notices of meeting in hard copy (Hard Copy Shareholders), the following documents in hard copy by post:

(i) a letter substantially in the form which appears at pages 321 to 323 of Exhibit AG-1 to the affidavit of Allan Griffiths affirmed on 20 February 2026 (Griffiths Affidavit), which provides an overview of the Scheme process, including the Scheme Meeting and Scheme Booklet (Hard Copy Letter);

(ii) the Scheme Booklet;

(iii) a personalised proxy form substantially in the form which appears at pages 324 to 325 of Exhibit AG-1 to the Griffiths Affidavit (Proxy Form); and

(iv) an envelope for the return of the Proxy Form;

(c) in the case of Insignia Financial shareholders who are not Email Shareholders or Hard Copy Shareholders, either because they have not made an election, or because they have elected to receive hard copy communications and electronic notices of meeting (No Election Shareholders), the following documents in hard copy by post:

(i) a letter substantially in the form which appears at pages 318 to 320 of Exhibit AG-1 to the Griffiths Affidavit, which provides an overview of the Scheme process and provides a URL which directs shareholders to a website from which they may access and download a copy of the Scheme Booklet (No Election Letter);

(ii) a personalised Proxy Form; and

(iii) an envelope for the return of the Proxy Form.

1. Allan Griffiths or, failing him, Michelle Somerville, be chairperson of the Scheme Meeting.
2. The chairperson appointed to the Scheme Meeting has the power to adjourn the Scheme Meeting to such time, date and at such place (including electronically) as the chairperson considers appropriate.
3. Voting on the resolution to agree to the Scheme is to be conducted by way of a poll.
4. Insignia Financial shareholders whose names are recorded in the register of members of Insignia Financial at 10.00am on 11 April 2026 will be eligible to vote at the Scheme Meeting.
5. A proxy in respect of the Scheme Meeting will be valid and effective if, and only if, it is completed and delivered in accordance with its terms or a proxy is lodged online in accordance with the instructions on the website referred to in Order 2(a)) and received by Insignia Financial by 10.00am on 11 April 2026.
6. Pursuant to r 1.3 of the Federal Court (Corporations) Rules 2000 (Cth), compliance with rr 2.4(1), 2.4(2), 2.15, 3.4 and Form 6 is dispensed with.
7. By no later than the date that is five days prior to the date in order 10, Insignia Financial is to publish an announcement via the ASX market announcements platform substantially in the form of pages 548 to 549 of Exhibit AG-1 to Griffiths Affidavit which sets out the details for the second Court hearing and the process for any person wishing to appear at that hearing to oppose the approval of the Scheme.
8. The further hearing of the Originating Process is adjourned to the Honourable Justice Neskovcin at 10.00 am (Melbourne time) on 16 April 2026 (or as soon thereafter as the business of the Court allows) for the hearing of any application to approve the Scheme.

Note: Entry of orders is dealt with in Rule 39.32 of the Federal Court Rules 2011.

[The Order entered is available on the Commonwealth Courts Portal, which attaches the Scheme.]

1. Insignia Financial Ltd is a wealth management company that offers a range of financial services and solutions through four business segments, described as the Advice, Master Trust, Wrap and Investment Management businesses. It is listed on the Australian Stock Exchange (ASX).
2. Insignia has on issue:

(a) 670,726,143 ordinary shares (Insignia Financial Shares);

(b) 4,658,236 treasury shares (Insignia Treasury Shares), which are held by Certane CT Pty Ltd as trustee of the IOOF Equity Plans Trust. The Insignia Treasury Shares are ordinary shares and will participate in the Scheme but will not be voted at the Scheme Meeting (as those terms are defined below); and

(c) 12,414,870 performance rights (Insignia Financial Performance Rights).

1. On 22 July 2025, Insignia entered into a Scheme Implementation Deed (SID) with Daintree BidCo Pty Limited under which Daintree BidCo agreed to acquire all of the issued shares in Insignia at a price of $4.80 per share by way of a scheme of arrangement (the Scheme).
2. Insignia applied to the Court for orders under s 411(1) of the Corporations Act 2001 (Cth) to convene a meeting of its members to consider, and if thought fit, agree to the Scheme, and other ancillary orders in relation to the conduct of the meeting (Scheme Meeting). On 25 February 2026, I made the orders and directions sought. These are my reasons for doing so.

1. In addition to a comprehensive written outline of submissions, Insignia relied on the following affidavits:

(a) an affidavit of Mikkeli Godfree, solicitor for Insignia, affirmed on 23 December 2025, setting out details in relation to the Scheme;

(b) an affidavit of Allan Griffiths, the Chairman of Insignia, affirmed on 20 February 2026, providing, among other things, an overview of the main features of the Scheme, an outline of the process that had been adopted for verification of the Insignia information in the Scheme Booklet (defined below) and details in relation to the Scheme Meeting;

(c) an affidavit of Gregory Golding, solicitor for Daintree BidCo, affirmed on 20 February 2026 (Golding Affidavit), describing the verification of the Daintree BidCo information in the Scheme Booklet, exhibiting a copy of the Deed Poll executed by Daintree BidCo in favour of Scheme Participants and providing details in relation to the funding of the Scheme Consideration (as those terms are defined in the Scheme); and

(d) two affidavits of Peter Stirling, solicitor for Insignia, both sworn on 24 February 2026, providing a complete copy of the Scheme Booklet with annexures, a further version of the Scheme Booklet with minor amendments and a letter from the Australian Securities & Investment Commission (ASIC) stating that it did not propose to appear or make submissions at the first Court hearing.

1. The Scheme is a conventional share acquisition scheme. If the Scheme is approved and implemented:

(a) Daintree BidCo will acquire 100% of the issued shares in Insignia as at the Record Date (as defined in the Scheme) (Scheme Shares) from Insignia shareholders (Scheme Participants);

(b) Scheme Participants will receive the Scheme Consideration of $4.80 cash per Scheme Share; and

(c) Insignia will become a wholly-owned subsidiary of Daintree BidCo.

1. The Scheme is subject to a number of conditions precedent, including the approval of Insignia shareholders and the Court, and approval of the Foreign Investment Review Board, the Australian Competition and Consumer Commission, the Australian Prudential Regulation Authority and the United Kingdom Financial Conduct Authority.
2. Daintree BidCo is a special purpose vehicle established by CC Capital Partners LLC and its affiliates for the purpose of acquiring the Scheme Shares under the Scheme. Daintree BidCo is an Australian proprietary company limited by shares.
3. CC Capital is a private investment firm based in New York, NY. If the Scheme is implemented, it is expected that the ordinary shares in Daintree BidCo will be held by intermediate companies whose ordinary shares ultimately will be held by the following entities:

(a) Daintree Group Partners, LP (CC Investor), as to 50.6% of the ordinary share capital;

(b) One Investment Holdings III (UK) Ltd, a company limited by shares and incorporated in the United Kingdom, as to 44.2% of the ordinary share capital;

(c) Carlyle Global Credit Investment Management LLC (Carlyle Investor), a limited liability company incorporated in Delaware, as to 5.2% of the ordinary share capital, to be held via one or more funds managed, advised or sub-advised by Carlyle Investor or its affiliates.

1. On 22 July 2025, Insignia announced to the ASX that it had entered into the SID with Daintree BidCo, which provides for Daintree BidCo to acquire all of the issued shares in Insignia. The ASX announcement in respect of the SID noted that the consideration of $4.80 per share represented a 56.9% premium to the undisturbed closing share price of $3.06 on 11 December 2024, being the last trading day prior to the announcement of Insignia's receipt of a non-binding indicative proposal from a rival bidder, Bain Capital Private Equity.
2. The SID provides that, pursuant to the Scheme, Scheme Participants will transfer all of their Insignia shares to Daintree BidCo and in return, they will each be entitled to receive the Scheme Consideration of $4.80 for each Scheme Share. Under the SID, Daintree BidCo has an obligation to pay or procure the payment of the Scheme Consideration in accordance with the Scheme, on the Implementation Date (as that term is defined in the Scheme). The Scheme is not subject to a financing condition.
3. Daintree BidCo is not a party to the Scheme. The established practice in these circumstances has been followed and Daintree BidCo has entered into a Deed Poll pursuant to which it covenants in favour of each Scheme Participant to be bound by the terms of the Scheme as if it were a party to the Scheme, and undertakes to perform all obligations and other actions attributed to it under the Scheme, including the obligations in relation to the payment of the Scheme Consideration.

1. Insignia has prepared a Scheme Booklet which comprises the explanatory statement required by s 412(1) of the Corporations Act.
2. The Scheme Booklet sets out a detailed description of the Scheme and its advantages and disadvantages, and contains a number of annexures, including the Notice of Scheme Meeting, the Scheme, the Deed Poll and a copy of the independent expert report. It also explains the reasons for the recommendation made by the Insignia directors that Insignia shareholders vote in favour of the Scheme.
3. It is proposed that a copy of the Scheme Booklet will be provided to the Insignia shareholders if the Court makes orders for Insignia to convene and hold the meeting of shareholders.

1. The Scheme Booklet records that the directors of Insignia unanimously recommend that Insignia shareholders vote in favour of the Scheme, subject to the usual carveouts, and that all Insignia directors intend to vote any Insignia shares owned or controlled by them in favour of the Scheme, subject to the usual carveouts. The Scheme Booklet states that the directors of Insignia have formed the view that the Scheme is in the best interests of Insignia shareholders, in the absence of a superior proposal and subject to the independent expert continuing to conclude that the Scheme is fair and reasonable and in the best interests of Insignia shareholders.
2. In recommending the Scheme, the directors of Insignia have stated that, among other things, they have taken into account:

(a) the competitive process between CC Capital, Bain Capital Private Equity LP and Brookfield Capital Partners (UK) Limited, which resulted in eight indicative, non-binding and conditional offers prior to the binding offer received from CC Capital; and

(b) the due diligence process undertaken by CC Capital in formulating its binding offer.

1. An independent expert report has been prepared by Kroll Australia Pty Ltd and is to be annexed to the Scheme Booklet. The independent expert has assessed the value of an Insignia share as being in the range of $4.49 - $5.08. As the value of the Scheme Consideration of $4.80 is within the range of the assessed value of an Insignia share, the independent expert considers that the Scheme is fair and also that it is reasonable and is in the best interests of Insignia shareholders, in the absence of a superior alternative proposal.

1. A copy of the draft Scheme Booklet was first lodged with ASIC on 9 February 2026. As a result of engagement with ASIC, amendments have been made to the draft Scheme Booklet, and amended drafts have been provided to ASIC, the most recent version having been provided to ASIC on 23 February 2026. ASIC has stated that it has no further comments on the Scheme Booklet.
2. On 24 February 2026, ASIC provided a letter to Insignia's solicitors stating that, based on ASIC's examination of the terms of the Scheme and the Scheme Booklet, ASIC does not propose to appear at the first Court hearing to make submissions or intervene to oppose the Scheme.

1. The Scheme Meeting is to be held at 10.00am on 13 April 2026 as a hybrid meeting, being in person at King & Wood Mallesons, Level 27, 447 Collins Street, Melbourne, and online via an online meeting platform.
2. The Scheme Meeting is to be chaired by Mr Griffiths, or if he is not available, Ms Michelle Somerville, a non-executive director of Insignia.
3. Notice of the Scheme Meeting, and a copy of the Scheme Booklet, will be given to each shareholder by the shareholder's preferred means of communication. For shareholders who have elected to receive communications in relation to company meetings electronically, they will be sent an email which contains, among other things, a hyperlink to an online portal or website from which they may access and download an electronic copy of the Scheme Booklet, which will include a Notice of Scheme Meeting and proxy form. Shareholders who have elected to receive communications in hard copy will be sent, among other things, a hardcopy of the Scheme Booklet and personalised proxy form. Where a shareholder has not nominated a preferred means of communication, or has nominated both means of communication as preferred, they will be sent a letter which contains the URL address of an online portal or website where they may access and download an electronic copy of the Scheme Booklet.

1. The statutory framework relating to schemes of arrangement is set out in Part 5.1 of the Corporations Act and involves a three-stage process:

(1) the hearing of an application to the court for orders to convene a meeting or meetings (s 411(1) of the Corporations Act);

(2) the holding of the meeting or meetings (s 411(4)(a) of the Corporations Act); and

(3) the hearing of an application to the court for an order to approve the scheme (ss 411(4)(b) and 411(6) of the Corporations Act).

1. The hearing on 25 February 2026 concerned the first stage.
2. The Court's discretion to make an order under s 411(1) is enlivened if:

(a) a compromise or arrangement is proposed between a Pt 5.1 body and its members (or any class of them);

(b) an application for the order is made in a summary way by the body;

(c) 14 days' notice of the hearing of the application has been given to ASIC (or such lesser period as the court or ASIC permits); and

(d) the court is satisfied that ASIC has had a reasonable opportunity to:

(i) examine the terms of the proposed compromise or arrangement to which the application relates and the draft explanatory statement relating to the proposed compromise or arrangement; and

(ii) make submissions to the court in relation to the proposed compromise or arrangement and the draft explanatory booklet,

see Clemenger Group Limited, in the matter of Clemenger Group Limited [2025] FCA 1161 at [46] - [48] (O'Callaghan J).

1. I was satisfied that the criteria set out above had been met. Insignia is a Pt 5.1 body; the Scheme is proposed between Insignia and its shareholders; the Scheme can be properly described as an arrangement.
2. I was satisfied that ASIC had been notified of the hearing and had a reasonable opportunity to examine the terms of, and make submissions in relation to, the Scheme.
3. Accordingly, the Court's discretion to make orders for Insignia to convene the Scheme Meeting was enlivened.

1. The principles that apply to the exercise of the Court's discretion are well known. The Court must be satisfied that:

(a) the scheme is fit for consideration by the members at the proposed meeting in the sense that it is of such a nature and cast in such terms that, if it achieves the statutory majority at the meeting, the court would be likely to approve it on the hearing of a petition which is unopposed; and

(b) members are to be properly informed as to the nature of the scheme before the scheme meeting: Clemenger at [51].

1. The role of the Court at the first court hearing is supervisory: Re Amcor Ltd [2019] FCA 346 at [47] (Beach J).
2. It is not the Court's role to usurp the shareholders' decision whether to agree to a scheme. The question whether or not to accept particular consideration for shares is quintessentially a commercial matter for the members to assess, and they ought not be prevented from having the opportunity to do so, provided the Court can be satisfied that they are acting on sufficient information and with time to consider what they are voting on: Re Selfwealth Ltd [2025] FCA 214 at [24] (O'Bryan J), citing Re Crown Resorts Ltd [2022] FCA 367 at [27], in turn citing Amcor at [50] and Re ACM Gold Ltd [1992] FCA 89; (1992) 34 FCR 530 at 534.
3. In addressing whether a scheme is fit for consideration by the members, the Court will scrutinise the terms of a scheme to satisfy itself that the scheme is of such a nature and cast in such terms that, if agreed to at the scheme meeting, the Court would be likely to approve the scheme at the second court hearing: Re Rex Minerals Limited [2024] FCA 1051 at [36] (O'Bryan J); Amcor at [50].
4. In addition, in the context of schemes for the transfer of all of the shares in a company to an acquirer, the Court will also scrutinise the terms of the agreement between the company and the acquirer to implement the scheme. As O'Bryan J noted in Rex Minerals, at [37]:

Typically, the company and the acquirer agree commercial terms governing their negotiations and dealings, including such matters as representations and warranties, exclusivity arrangements, break fees if the transaction does not proceed and the funding arrangements for the proposed transaction. Strictly, commercial terms of that kind are not part of the scheme and do not form any part of the arrangements that are approved by shareholders pursuant to the scheme. They are a commercial arrangement between the company and the acquirer. The appropriateness of such commercial terms is a matter for the business judgment of the directors of the company. However, the Court will seek to ensure that the terms agreed between the company and the acquirer have no potential to cause prejudice or unfairness to the company's shareholders in connection with their consideration of the scheme and the implementation of the scheme if it is approved. For example, break fees may adversely affect the interests of shareholders if the amount and terms of the fee are such that it is likely to coerce shareholders into agreeing to a scheme: see Re SFE Corporation Ltd [2006] FCA 670; (2006) 59 ACSR 82 at [7]; Re APN News & Media Ltd [2007] FCA 770; (2007) 62 ACSR 400 at [37]- [55]; Re Toll Holdings Ltd [2015] VSC 123 at [27]- [30].

Scheme fit for consideration by Scheme shareholders

1. Insignia submits that the Scheme is fit for consideration by the Insignia shareholders, in that:

(a) the Scheme is of such a nature and cast in such terms that, if agreed to at the Scheme Meeting, the Court would be likely to approve the Scheme at the second Court hearing;

(b) there is no issue arising from the Scheme which would unquestionably lead to a refusal by the Court to approve the Scheme at the second Court hearing; and

(c) it cannot be said that the Scheme is on its face "so blatantly unfair or otherwise inappropriate that it should be stopped in its tracks before going any further": Re Foundation Healthcare Ltd [2002] FCA 742; (2002) 42 ACSR 252 at [44].

1. I reviewed the terms of the Scheme and was satisfied that it is of such a nature and cast in such terms that the Court would be likely to approve it, if it were agreed to by the requisite majority, at the second Court hearing. I also considered the terms of the SID between Insignia and Daintree BidCo: Rex Minerals at [37]).
2. Overall, I was satisfied that the Scheme is fit for consideration by members of Insignia. In reaching that conclusion, I had regard to a range of factors, including the following particular matters that Insignia raised for the Court's consideration in the exercise of its discretion to convene the Scheme meeting.

1. Although the Scheme requires Daintree BidCo to provide the Scheme Consideration, Daintree BidCo is not party to the Scheme and is not directly bound by it. This is not an uncommon situation, and certain practices have been developed to address performance risk, which have been adopted in this case.
2. I accept Insignia's submission that the Scheme and SID effectively eliminate any performance risk by adopting the following accepted safeguards:

(a) first, the terms of the Scheme provide that the transfer of the Scheme Shares to Daintree BidCo is subject to the Scheme Consideration having first been provided to Scheme Participants in accordance with the Scheme. Accordingly, the terms of the Scheme ensure that there is no risk that shareholders will be required to transfer their shares without receiving the promised consideration. This effectively eliminates any performance risk in so far as the transfer of the Scheme Shares is concerned; and

(b) secondly, the SID required Daintree BidCo to enter into the Deed Poll in favour of Scheme Participants, which binds Daintree BidCo to perform the actions attributed to it under the Scheme, including the provision of the Scheme Consideration.

1. Although the Deed Poll binds Daintree BidCo to perform its obligations under the Scheme, a further potential issue arises where, as in this case, Daintree BidCo is a special purpose vehicle which does not have the capacity to perform its obligations under the Deed Poll without financial support from affiliates and third party lenders, and that funding is conditional at the time of the first Court hearing.
2. As explained in the Golding Affidavit, Daintree BidCo intends to fund its obligation to pay the Scheme Consideration through a combination of equity funding and debt funding. Daintree BidCo anticipates that its total funding commitments in relation to the proposed acquisition of Insignia will be approximately $3,279,076,862 in respect of the Scheme Consideration and approximately $784,100,000 to repay existing debt facilities of Insignia, as at 31 December 2025, which will be repaid in full on the implementation of the Scheme.
3. The equity funding arrangements are the subject of legally binding equity commitment letters between Daintree BidCo and the CC investor, One Investment Management Group UK Ltd and the Carlyle Investor. The debt funding arrangements are the subject of a legally binding multihanded debt commitment letter between Daintree BidCo and several international banks and finance parties. Each of the commitment letters is subject to conditions, including the Scheme becoming effective. The proposed funding arrangements are set out in detail in the Scheme Booklet.
4. As was observed in Re Legend Corporation Limited [2019] FCA 1249 at [41] (O'Bryan J) and Re Spark Infrastructure RE Ltd (2021) 156 ACSR 257; [2021] NSWSC 1385 at [33] (Black J), the conditional nature of the funding arrangements should not lead the Court to decline to convene the scheme meeting at the first Court hearing. Furthermore, as senior counsel for Insignia submitted, the concerns about conditionality are better addressed at the second Court hearing, when the position should be clearer, particularly as regards third party debt funding obligations: Spark at [33]. I also observe that the funding arrangements in this case are not materially distinguishable from those considered in Re Healthia Limited [2023] NSWSC 1296 at [17] (Black J) and Re ELMO Software Pty Ltd [2023] NSWSC 12 at [28] (Black J).
5. Overall, the funding arrangements do not provide a reason for the Court to decline to make orders convening the Scheme Meeting, particularly in circumstances where the Scheme effectively removes any performance risk insofar as the transfer of the Scheme Shares in return for the Scheme Consideration is concerned.

1. If the Scheme has not become effective by 22 July 2026, Insignia is permitted to pay a special cash dividend, based on a 50% payout of underlying net profit after tax for each calendar month that has elapsed from 22 July 2026 to the date the Scheme Meeting is held (deemed to be no greater than 35 days), conditional on the Scheme becoming effective and other conditions as set out in the SID. If a special dividend is paid, it will not reduce the Scheme Consideration. Any such special dividend will be considered by the Board closer to the time, but prior to implementation of the Scheme.
2. This matter is to be disclosed to shareholders in the Scheme Booklet and I was satisfied that it was not a reason not to convene the Scheme Meeting.

1. The directors of Insignia have resolved that, subject to the Scheme becoming effective and ASX granting any necessary waivers, all outstanding Insignia Financial Performance Rights will vest and be settled in cash or will roll into replacement rewards or become rights to cash. These are conventional mechanisms for dealing with performance rights under a scheme. As was submitted on behalf of Insignia, the holders of performance rights who are also shareholders of the scheme company do not constitute a separate class for voting purposes at a meeting ordered under s 411(1) of the Corporations Act, and holders of performance rights who are not shareholders do not vote at the Scheme Meeting in any case: Re Newcrest Mining Limited [2023] FCA 1080 at [60] (Beach J). Accordingly, no class issue arises.

1. The securities held by the six directors of Insignia and benefits they are to receive in relation to the Scheme are set out in the Scheme Booklet. Relevantly, each of the directors holds Insignia Financial Shares and one director, Mr Scott Hartley, also holds Insignia Financial Performance Rights.
2. Mr Hartley is Insignia's Chief Executive Officer and an Executive Director of Insignia. Mr Hartley holds 53,018 Insignia Financial Shares and 804,485 Insignia Financial Performance Rights. If the Scheme becomes Effective, Mr Hartley's Insignia Financial Performance Rights will vest and be settled in cash for the Scheme Consideration, upon implementation and as deferred until the end of the minimum regulatory deferral period. In this event, the total amount which Mr Hartley will be entitled to receive for his performance rights is $3,861,528 plus interest in respect of the deferred payments over the deferral period. Notwithstanding these benefits, Mr Hartley and the remaining Insignia directors considered that it was appropriate that he make a recommendation to shareholders in relation to the Scheme.
3. Mr Griffiths, the Chairman, holds 200,000 shares, and will be entitled to receive $960,000 if the Scheme becomes effective. The remaining four non-executive directors hold between approximately 17,500 and 58,500 Insignia Financial Shares and will be entitled to receive between $84,000 and $281,000 if the Scheme becomes effective.
4. These interests and benefits are disclosed in the Scheme Booklet so that shareholders may have regard to them when considering the directors' recommendation that shareholders vote in favour of the Scheme. Furthermore, I am satisfied that the interests and benefits to be conferred on Mr Hartley do not preclude him from recommending the Scheme, as this is fully disclosed in the Scheme Booklet and the shareholders may benefit from the opinion of the Chief Executive Officer and Executive Director.

1. The SID provides for a break fee of $32.6 million payable to Daintree BidCo in certain circumstances, or a reverse break fee of $32.6 million payable to Insignia. The break fee represents approximately 1% of Insignia's equity value, as implied by the bid price, consistent with the Takeovers Panel's 1% guideline. The break fee is not framed so as to coerce shareholders into agreeing to the Scheme, as it is not payable by reason of Insignia shareholders failing to agree to the Scheme. The reverse break fee is payable to Insignia and nothing further needs to be said about it.
2. The exclusivity obligations in the SID are in a conventional form and contain the usual fiduciary carve-outs and matching-rights provisions. The exclusivity period of 12 months is reasonable in the circumstances, noting the complexities in obtaining regulatory approvals and the potential for delays to occur: Re Tatts Group Limited [2017] VSC 552 at [36] - [39] (Sifris J).

Members are properly informed as to the nature of the Scheme

1. The second principal matter relevant to the exercise of the Court's discretion to convene a scheme meeting is the adequacy of the information to be provided to shareholders.
2. Sections 411(3) and 412(1) of the Corporations Act and Schedule 8 to the Corporations Regulations 2001 (Cth) set out the primary disclosure requirements of the explanatory statement, which in this case is in the form of the Scheme Booklet. If the Court is satisfied that the statutory disclosure requirements are met, it will ordinarily be satisfied that the information to be provided to shareholders is adequate for the purposes of the exercise of the Court's discretion to convene a meeting: Rex Minerals at [55].
3. I was satisfied that the statutory disclosure requirements have been met in the present case. The Notice of Scheme Meeting and a copy of the Scheme Booklet are to be distributed to shareholders in the manner mentioned above. The Scheme Booklet contains details in relation to the Scheme and the directors' reasons for recommending the Scheme to shareholders. In addition to the body of the Scheme Booklet, as already mentioned, members of Insignia will also have the benefit of the opinion of the independent expert as set out in the independent expert report, which is to be an annexure to the Scheme Booklet.
4. Having regard to the matters set out above concerning the Scheme Booklet and the orders to be made for its distribution, I am satisfied that Insignia shareholders will be properly informed as to the nature of the Scheme before the meeting.

Section 411(17) of the Corporations Act

1. The Court's power to approve a scheme is restricted by s 411(17) of the Corporations Act.
2. As noted by O'Bryan J in Rex Minerals at [73], schemes of arrangement which effect an acquisition of all of the shares in a company will usually raise a question as to whether the arrangement has been proposed for the purpose of enabling any person to avoid the operation of any of the provisions of Chapter 6, as per s 411(17)(a). For that reason, the company will usually request that ASIC provide a statement in writing that ASIC has no objection to the compromise or arrangement for the purposes of s 411(17)(b), and a copy of that statement will be tendered at the second Court hearing.
3. Section 411(17) does not present a bar to a meeting being convened at the first Court hearing if it seems likely that ASIC will produce the relevant statement referred to in s 411(17)(b) at the second Court hearing: Rex Minerals at [74], citing Re Lonsdale Financial Group Ltd [2007] VSC 394 at [40] (Robson J). In the present case, ASIC does not oppose the application to convene the meeting. It is therefore appropriate to proceed on the basis that it is likely ASIC will in due course provide a statement for the purpose of s 411(17)(b). In these circumstances, s 411(17) does not present a bar to convening the Scheme Meeting.

1. I was satisfied that the Scheme is of such nature and cast in such terms that, if it achieves the statutory majorities at the Scheme Meeting, the Court would be likely to approve it at the second Court hearing, if it is unopposed. I was further satisfied that the Scheme is fit for consideration by members of Insignia. Having regard to the matters set out above in relation to the draft Scheme Booklet and the means by which it is to be distributed, I am also satisfied that the members of Insignia will be properly informed as to the nature of the Scheme before the meeting.

1. Accordingly, at the first Court hearing on 25 February 2026, I made orders for the first meeting to be convened, together with ancillary orders.

I certify that the preceding sixty-two (62) numbered paragraphs are a true copy of the Reasons for Judgment of the Honourable Justice Neskovcin.