RPMGlobal Holdings Limited, in the matter of RPMGlobal Holdings Limited [2025] FCA 1434 (17 November 2025)

1. Pursuant to ss 411(1) and 1319 of the Corporations Act 2001 (Cth) (Act), RPM convene and hold a meeting (Scheme Meeting) of its members holding fully paid ordinary shares (RPM Shareholders):

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

(b) to be held on 19 December 2025 commencing at 10.00am (Brisbane time) at the Brisbane offices of Baker McKenzie at Level 32, 71 Eagle Street, Brisbane, Queensland and virtually via an online platform.

1. Pursuant to ss 411(1) and 1319 of the Act, the Scheme Meeting be convened by sending on or before 20 November 2025 to each RPM Shareholder:

(a) in the case of shareholders who have provided RPM with an email address and have elected to receive notice of meetings electronically (Email Shareholders), an email titled "RPMGlobal Holdings Limited 2025 Scheme Meeting" substantially in the form of the template email at page 298 of Annexure JON‑1 to the affidavit of James O'Neill dated 11 November 2025 (O'Neill Affidavit) which contains a hyperlink to a website from which the Email Shareholder may:

(i) view and download an electronic copy of a document substantially in the form which appears at pages 28 to 212 of Annexure JON‑1 to the O'Neill Affidavit (together with the annexures to that document, which include a Notice of Scheme Meeting) as amended in the manner set out at pages 5 to 9 of annexure DJP‑2 to the affidavit of Derek Jon Pocock dated 14 November 2025 (Scheme Booklet); and

(ii) lodge an electronic proxy appointment online;

(b) in the case of shareholders who have nominated a physical address for the purpose of receiving communications in relation to company meetings or who have otherwise elected to receive communications in relation to company meetings by post (Hard Copy Shareholders), the following documents in hard copy:

(i) the Scheme Booklet;

(ii) a personalised proxy form substantially in the form which appears at pages 294-295 of Annexure JON‑1 to the O'Neill Affidavit (Proxy Form); and

(iii) a business reply-paid envelope for the return of the completed Proxy Form;

(c) in the case of shareholders who do not fall within Order 2(a) or 2(b) (No Election Shareholders), the following documents in hard copy:

(i) a Proxy Form;

(ii) a notice and access letter which contains a link to access the website described in Order 2(a), substantially in the form which appears at page 293 of Annexure JON‑1 to the O'Neill Affidavit;

(iii) a business reply-paid envelope for the return of the completed Proxy Form.

1. The documents referred to in Orders 2(b) and 2(c) be sent:

(a) in the case of RPM Shareholders whose registered address is within Australia, by prepaid ordinary post addressed to the relevant addresses recorded in RPM's share register; and

(b) in the case of RPM Shareholders whose registered address is outside Australia, by airmail or international courier service addressed to the relevant addresses recorded in RPM's share register.

1. A proxy in respect of the Scheme Meeting will be valid and effective if, and only if, a Proxy Form 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 Orders 2(a) and (c) and received by RPM by 10.00am (Brisbane time) on 17 December 2025.
2. Stephen Baldwin or, failing him, Angeleen Jenkins, be chairperson of the Scheme Meeting.
3. Voting on the resolution to agree to the Scheme is to be conducted by way of a poll.
4. RPM Shareholders whose names are recorded in the register of members of RPM at 7:00pm (Sydney time) on 17 December 2025 will be eligible to vote at the Scheme Meeting.
5. The chairperson of the Scheme Meeting shall have the power to adjourn the Scheme Meeting to such time, date and place as he considers appropriate in accordance with its Constitution and, in that event, notwithstanding any other part of these orders:

(a) only RPM Shareholders whose names are recorded in the register of members of the RPM at 7.00pm (Sydney time) on the date that is two calendar days before the date that the adjourned meeting resumes will be eligible to vote at the Scheme Meeting;

(b) a reference in these orders to the Scheme Meeting is taken to include a reference to the adjourned meeting.

1. RPM shall have power to postpone the Scheme Meeting to such time, date and place as it considers appropriate in accordance with its Constitution and, in that event, notwithstanding any other part of these orders:

(a) only RPM Shareholders whose names are recorded in the register of members of the RPM at 7.00pm (Sydney time) on the date that is two calendar days before the date of the postponed meeting will be eligible to vote at the Scheme Meeting;

(b) a proxy in respect of the Scheme Meeting will be valid and effective if, and only if, a Proxy Form 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 Orders 2(a) and (c) and received by RPM at least 48 hours before the time scheduled for the commencement of the postponed Scheme Meeting; and

(c) a reference in these orders to the Scheme Meeting is taken to include a reference to the postponed meeting.

1. Pursuant to r 1.3 of the Federal Court (Corporations) Rules 2000 (Cth), compliance with rr 2.4(1), 2.15, 3.4 and Form 6 is dispensed with.
2. RPM is to publish an announcement via the ASX Market Announcements Platform substantially in the form which appears at page 299 of Annexure JON‑1 to the O'Neill Affidavit which sets out the details for the hearing of any application to approve the Scheme and the process for any person wishing to appear at that hearing to oppose the approval of the Scheme.
3. The notice referred to in order 11 must published at least 5 days before the date of the hearing of any application to approve the Scheme.
4. The further hearing of the Originating Process is adjourned to the Honourable Justice Neskovcin at 10.00am (Melbourne time) on 3 February 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. This is an application by RPMGlobal Holdings Limited (RPM) for orders and directions pursuant to ss 411(1) and 1319 of the Corporations Act 2001 (Cth) (Act) to convene and hold a meeting of the registered holders of fully paid ordinary shares of RPM (Scheme Meeting) to consider a proposed scheme of arrangement (Scheme). Orders were also sought pursuant to r 1.3 of the Federal Court (Corporations) Rules 2000 (Cth) (Rules) to dispense with certain requirements.
2. RPM is an ASX-listed Australian public company (ASX:RUL) and is a global provider and developer of mining software solutions to the mining industry.
3. The Scheme would, if approved, result in the acquisition of all of the shares in RPM by Revolution HoldCo Pty Ltd (Caterpillar Bid Co). Caterpillar Bid Co is an Australian private company that was recently incorporated to acquire the shares of RPM under the Scheme. Caterpillar Bid Co is a direct, wholly owned subsidiary of Caterpillar Inc, a corporation incorporated in the United States of America and listed on the New York Stock Exchange (NYSE:CAT). Caterpillar is a manufacturer of construction and mining equipment, off-highway diesel and natural gas engines, industrial gas turbines and diesel-electric locomotives.
4. If the Scheme is implemented:

(a) Caterpillar Bid Co will acquire all of the shares in RPM held by shareholders recorded in the RPM register of members as at the Scheme Record Date (as defined in the Scheme);

(b) persons who hold RPM shares on the Scheme Record Date (Scheme Shareholders) will receive the Scheme Consideration of $5.00 per "Scheme Share" (as defined in the Scheme); and

(c) RPM will become a wholly-owned subsidiary of Caterpillar Bid Co and would apply to be removed from the official list of the ASX.

1. On 12 October 2025, RPM entered into a Scheme Implementation Deed (SID) with Caterpillar, which annexes the form of the proposed Scheme. Under the SID, Caterpillar was entitled to nominate a subsidiary to receive the transfer of the Scheme Shares. On 4 November 2025, Caterpillar nominated Caterpillar Bid Co to acquire the Scheme Shares under the Scheme.
2. In support of the application, RPM relied on the following affidavits:

(a) an affidavit of Mr Derek Pocock, solicitor for RPM, affirmed on 27 October 2025 which outlined the nature of the Scheme and annexed various materials, including a copy of RPM's Constitution and an ASX announcement relating to entry into the SID by RPM and Caterpillar (which announcement attaches a copy of the SID);

(b) an affidavit of Mr James O'Neill, Group General Counsel and Company Secretary of RPM, affirmed on 11 November 2025 in which Mr O'Neill gave evidence about the business and capital structure of RPM, provided an overview of the main features of the Scheme and the SID, set out the interests of RPM's directors in the Scheme and addressed various matters in relation to the draft Scheme Booklet and the Scheme Meeting;

(c) an affidavit of Mr Peter Stirling, solicitor for Caterpillar and Caterpillar Bid Co, sworn on 14 November 2025 in which Mr Stirling described the verification of the "Caterpillar Information" (as defined in the Scheme Booklet) and addressed the funding arrangements in relation to the Scheme; and

(d) a second affidavit of Mr Pocock affirmed on 14 November 2025, which annexed extracts of a further version of the Scheme Booklet, to which minor amendments had been made, and a letter from the Australian Securities and Investments Commission (ASIC) dated 14 November 2025.

1. As already mentioned, the Scheme, if implemented, would see Caterpillar Bid Co acquire all of the shares in RPM as at the Scheme Record Date for the Scheme Consideration of $5.00 per Scheme Share. Upon implementation of the Scheme, RPM would become a wholly-owned subsidiary of Caterpillar Bid Co and apply to be removed from the official list of the ASX.
2. The key steps in relation to the Scheme are as follows:

(a) holders of fully paid ordinary shares in RPM (RPM Shareholders) will vote on the Scheme at the Scheme Meeting;

(b) if the Scheme is to proceed, all conditions precedent (other than Court approval) must be either satisfied or waived by 8.00am on the second Court hearing date, on 3 February 2026;

(c) if the Scheme resolution is passed by the requisite majorities of RPM Shareholders at the Scheme Meeting and approved by the Court, the Scheme becomes effective on the lodging of an office copy of the Court's approval orders with ASIC. The "Effective Date" is currently anticipated to be 4 February 2026;

(d) if the Scheme becomes effective, it will be implemented on the "Implementation Date", which is currently anticipated to be on 18 February 2026; and

(e) on the Implementation Date, Scheme Shareholders will receive the Scheme Consideration and the Scheme Shares will be transferred to Caterpillar Bid Co.

1. The Scheme is an all‑cash scheme, which, if implemented, will result in Scheme Shareholders being paid $5.00 per Scheme Share.
2. The directors of RPM have formed the view that the Scheme is in the best interests of RPM Shareholders and unanimously recommend that RPM Shareholders vote in favour of the Scheme, in the absence of a Superior Proposal (as defined in the SID) and subject to Grant Thornton Corporate Finance Pty Ltd (the Independent Expert) continuing to conclude that the Scheme is in the best interests of RPM Shareholders. Subject to those qualifications, the directors intend to vote all RPM shares which they hold or control in favour of the Scheme.
3. As at 24 October 2025, RPM had 221,508,058 ordinary shares on issue and 3,129,389 options (Options). The Options on issue, which have a zero exercise price and various expiry dates, are held by 91 separate option holders, all of whom are employees of RPM. 557,259 Options are currently vested and 2,572,130 are currently unvested. If the Scheme becomes effective, all unvested Options will vest and be exchanged for newly issued RPM shares on a 1:1 conversion basis. Accordingly, RPM will have a total fully diluted share capital outstanding of 224,637,447 shares.
4. The SID provides that a condition precedent to the implementation of the Scheme is that RPM must take all necessary steps, on terms acceptable to Caterpillar (acting reasonably), to ensure that no Options are in existence on the Scheme Record Date. For the purposes of satisfying that condition precedent, RPM has prepared a letter to Option holders to request that they sign and return an exercise notice by 23 January 2026, to be held in escrow by RPM until the Effective Date of the Scheme. Following receipt of signed exercise notices, the Option holders will be issued with RPM shares, and those shares will be dealt with in the same manner as all other RPM shares under the Scheme. RPM has requested that Option holders provide exercise notices by no later than 23 January 2026 to allow Caterpillar time to review the exercise notices for the purpose of satisfying the condition precedent in the SID prior to the second Court hearing.
5. The SID also stipulates customary conditions precedent in schemes of arrangement of this kind, namely:

(a) shareholder approval by the majorities required under s 411(4)(a)(ii) of the Act;

(b) ASIC and the ASX providing any consents or approvals that are necessary for the Scheme;

(c) Foreign Investment Review Board and Australian Competition and Consumer Commission approval (which have been applied for);

(d) the Independent Expert issuing a report (Independent Expert Report) that concludes that the Scheme is in the best interests of the shareholders and maintaining that view until the second Court hearing date; and

(e) Court approval.

1. RPM has five directors, all of whom hold shares in RPM that together account for 5.68% of the issued share capital. No director has a relevant interest in any shares in Caterpillar or Caterpillar Bid Co. The Chief Executive and Managing Director of RPM, Mr Richard Matthews, holds 3.66% of the issued share capital and will become eligible to receive a bonus if the Scheme becomes effective. Based on the Scheme Consideration of $5.00 per share, Mr Matthews' bonus will be $4,000,000. The bonus is to be provided under an incentive agreement between RPM and Mr Matthews dated 1 July 2025, which was ratified by the Board of RPM on 22 August 2025.
2. Select RPM employees, which include officers of RPM and key management personnel, have a short-term incentive (STI) plan which contains a change of control trigger, the effect of which is that each relevant employee will be deemed to have earned their applicable STI for that year if the Scheme becomes effective. The total aggregate value to be paid out under the STI on the Scheme becoming effective is $2,691,000, of which Mr Matthews will receive $945,000.
3. Other features of the SID of note are:

(a) customary exclusivity obligations on RPM (ie "no shop", "no talk" and "no due diligence" provisions); and

(b) a break fee of $10 million payable by RPM to Caterpillar and reverse break fee of $10 million payable by Caterpillar to RPM, which is equivalent to approximately 0.89% of the equity value of RPM calculated by reference to the Scheme Consideration.

1. RPM has prepared a draft Scheme Booklet for the purpose of meeting the requirement for an explanatory statement provided by s 412(1) of the Act. The Scheme Booklet sets out a detailed description of the Scheme and its advantages and disadvantages, and contains a number of annexures (including the Scheme, the draft Deed Poll (as defined below) and the Independent Expert Report). It also explains the reasons for the recommendations by the RPM directors that RPM shareholders vote in favour of the Scheme.
2. The Independent Expert Report is an annexure to the Scheme Booklet. In the Independent Expert Report, the Independent Expert expresses the opinion that the Scheme is fair and reasonable, and is therefore in the best interests of RPM shareholders. This is on the basis that the Scheme Consideration of $5.00 per share falls within the Independent Expert's assessment of the fair market value of one RPM share, being between $4.43 to $5.12 per share.

1. On 13 November 2025, Caterpillar Bid Co and Caterpillar executed a deed poll in the form required by the SID (Deed Poll). Pursuant to the Deed Poll, Caterpillar Bid Co and Caterpillar covenant in favour of the Scheme Shareholders to perform their obligations under the SID and the Scheme. In particular, the Deed Poll provides that Caterpillar Bid Co and Caterpillar undertake to deposit, or procure the deposit of, an amount equal to the aggregate amount of the Scheme Consideration payable to all Scheme Shareholders under the Scheme into a trust account operated by RPM as trustee for the Scheme Shareholders.

1. The draft Scheme Booklet was first lodged with ASIC on 28 October 2025. As a result of engagement with ASIC, amendments were subsequently made to the draft Scheme Booklet. ASIC confirmed that it had no further comments on the version of the Scheme Booklet dated 11 November 2025. It is proposed that a copy of the Scheme Booklet substantially in that form will be provided to RPM shareholders.
2. On 14 November 2025, ASIC indicated that it did not propose to appear to make submissions or intervene to oppose the Scheme at the first Court hearing.

The Scheme Meeting and communications with RPM Shareholders

1. It is proposed that the Scheme Meeting to vote on the Scheme will be held on 19 December 2025 commencing at 10:00 am and will be conducted both in-person at the offices of RPM's solicitors, Baker McKenzie, in Brisbane and virtually via an online platform. RPM's Constitution allows RPM to hold hybrid meetings of members.
2. RPM proposes to dispatch a copy of the Scheme Booklet, which includes the Independent Expert Report, to Scheme Shareholders on or before 20 November 2025. Consistently with paragraph 3(i) of the Schemes of Arrangement Practice Note (GPN-SOA), RPM has filed evidence as to the manner in which the Scheme Booklet is proposed to be sent to RPM Shareholders. The proposal is to adopt a mixture of electronic and hard copy communications, according to elections which RPM Shareholders have made as to how they wish to receive company information. In particular:

(a) shareholders who have provided RPM with an email address and have elected to receive notices of meeting electronically (Email Shareholders) will be sent an email which contains a hyperlink to a website from which the Email Shareholder may: (i) view and download an electronic copy of the Scheme Booklet (which will include a Notice of Scheme Meeting and proxy form); and (ii) lodge an online electronic proxy appointment;

(b) shareholders who have nominated a physical address for the purpose of receiving communications in relation to company meetings or who have otherwise elected to receive communications in relation to company meetings by post (Hard Copy Shareholders) will be sent a hard copy of: (i) the Scheme Booklet; (ii) a personalised proxy form; and (iii) a business reply-paid envelope for the return of the proxy form;

(c) shareholders who are not Email Shareholders or Hard Copy Shareholders will be sent the following documents in hard copy: (i) a letter which contains the URL address of websites from which the shareholder may: (A) access and download an electronic copy of the Scheme Booklet; (B) lodge an online electronic proxy appointment online; (ii) a personalised proxy form; and (iii) a business reply-paid envelope for the return of the proxy form.

1. RPM will report to the Court at the second Court hearing confirming whether the above approach was maintained or whether there was any material deviation from that approach.

1. In its written submissions, RPM relied on O'Bryan J's summary of the relevant principles in Re Rex Minerals Ltd [2024] FCA 1051 at [21]-[27], as follows:

1. Part 5.1 of the Act provides a procedure whereby an arrangement between a company and its members can be made binding on all members. Section 411 is the principal provision. The procedure involves three main steps:

(a) an application to the Court for an order to convene a scheme meeting (s 411(1)); > > (b) if such an order is made, the convening of such a meeting at which a resolution to agree to the scheme is considered (s 411(4)(a); and > > (c) if the resolution is passed by the necessary majorities, an application to the Court for an order approving the scheme (ss 411(4)(b) and 411(6)).

1. The present application concerns the first stage, being an application to the Court for an order to convene the Scheme Meeting. Section 411 of the Act confers a discretion on the Court to make an order convening the Scheme Meeting if certain statutory conditions are met, namely:

(a) an arrangement is proposed between a Pt 5.1 body and its members (or any class of them (s 411(1)); > > (b) an application for the order is made in a summary way by that body (s 411(1)); > > (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) (s 411(2)(a)); and

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

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

(ii) make submissions to the Court in relation to the proposed arrangement and the draft explanatory statement required by s 412 (ss 411(2)(b) and 411(3)).

1. In addition to these requirements of s 411, the procedure is regulated by s 412 of the Act and reg 5.1.01 and Sch 8 to the Corporations Regulations 2001 (Cth)..., and by the Federal Court (Corporations) Rules 2000 (Cth).... The Regulations and the Rules prescribe certain information which is required to be sent to the members about the Scheme.

2. The principles which apply to the exercise of the Court's discretion at this first stage are well-known. In Re Amcor Ltd [2019] FCA 346..., Beach J described the Court's role at the first court hearing as follows (at [47], emphasis in original):

My function on an application to order the convening of a meeting is supervisory. At this stage I should generally confine myself to ensuring that certain procedural and substantive requirements have been met including dealing with adequate disclosure, with limited consideration of issues of fairness. But having said that, it is appropriate to consider the merits or fairness of a proposed scheme at the convening hearing if the issue is such as would unquestionably lead to a refusal to approve a proposed scheme at the approval hearing, that is, the proposed scheme appears now to be 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] per French J).

1. 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 that the court can be satisfied that they are acting on sufficient information and with time to consider what they are voting on: Crown Resorts Ltd, in the matter of Crown Resorts Ltd [2022] FCA 367 at [27], citing Amcor at [50] and Re ACM Gold Ltd (1992) 34 FCR 530 at 534.
2. Therefore, if the arrangement is one that seems fit for consideration by the meeting of members, and is a commercial proposition likely to gain the Court's approval if passed by the necessary majorities, then orders should be made to convene the meeting: Re Foundation Healthcare Ltd [2002] FCA 742; 42 ACSR 252...at [36].
3. In summary, the Court's task at the first court hearing is to assess first, whether the statutory prerequisites to the making of orders convening a meeting have been met and second, whether it is appropriate for the Court to exercise its discretion in favour of making those orders.

1. This summary of the relevant principles was endorsed in Re Dropsuite Limited [2025] FCA 306 at [36] (Button J) and Re Reject Shop Ltd [2025] FCA 522 at [14] (Derrington J).

1. In its written submissions, RPM addressed the statutory prerequisites set out below. On the basis of those submissions and the affidavit evidence, I am satisfied that the following statutory prerequisites are satisfied.
2. First, s 411(1) of the Act requires that the plaintiff has made an application in relation to a compromise or arrangement that is proposed between a Part 5.1 body and its members. RPM has satisfied these requirements in the present case. In particular:

(a) this application was made by Originating Process accepted for filing on 28 October 2025;

(b) a "Part 5.1 body" is defined in s 9 of the Act to include a company registered under the Act, which RPM is; and

(c) the proposed Scheme is an "arrangement" within the meaning of s 411(1) of the Act.

1. Secondly, s 411(2)(a) requires that 14 days' notice of the hearing of this application be given to ASIC, or such lesser period of notice as the Court or ASIC permits. This requirement has been satisfied.
2. Thirdly, s 411(2)(b) requires that ASIC be given a reasonable opportunity to examine the terms of the proposed Scheme and the draft explanatory statement (which in this case is in the form of the Scheme Booklet), and to make submissions to the Court. ASIC's letter of 14 November 2025 states that ASIC is of the view that it has had a reasonable opportunity to examine the terms of the Scheme and the draft explanatory statement, and to make submissions to the Court in relation to those matters. I am satisfied that ASIC has had a reasonable opportunity to examine the terms of the proposed Scheme and the draft explanatory statement.
3. Fourthly, r 2.4(1) of the Rules requires that, unless the Court otherwise directs, an originating process must be supported by an affidavit stating the facts in support of the process. Mr Pocock's first affidavit, which was filed with the Originating Process, has been prepared substantially in accordance with the Practice Note, and the proposed orders sought by RPM included an order dispensing with the additional requirements of r 2.4(1) of the Rules.
4. Fifthly, as required by r 2.4(2) of the Rules, the evidence includes an ASIC company extract in relation to RPM carried out no earlier than 7 days before the originating process was filed.
5. Sixthly, as required by rr 3.2(a) and (b) of the Rules, the necessary evidence about the willingness of the proposed chairperson and alternate chairperson to chair the Scheme Meeting has been provided, as has evidence of any prior dealings of those persons with RPM and Caterpillar and any conflicts of interest.
6. Seventhly, as required by r 3.3(1) of the Rules, the orders made on 17 November 2025 annexed a copy of the Scheme.
7. Eighthly, the information to be provided to members for the purposes of their consideration of the Scheme is regulated by s 412 of the Act and reg 5.1.01 and Schedule 8 of the Corporations Regulations 2001 (Cth) (Regulations). In particular, s 412(1) of the Act and Schedule 8 (Part 3) of the Regulations set out the disclosure requirements of the explanatory statement (in this case, the Scheme Booklet). There are three aspects to the requirements of s 412(1):

(a) first, the explanatory statement must explain the effect of the compromise or arrangement, and in particular state any material interest of the directors, and the effect on those interests of the compromise or arrangement so far as it is different from the effect on the like interests of other persons. The effect of the Scheme is addressed in the letter from the Chairman of RPM in the Scheme Booklet, and it is also addressed in section 4 of the Scheme Booklet, and the required information in relation to the material interests of directors is addressed in section 9 of the Scheme Booklet;

(b) secondly, the explanatory statement must set out the prescribed information, being the information set out in reg 5.1.01 and Schedule 8 of the Regulations. RPM's solicitors have prepared a table which sets out the information required by s 412(1) to be included in the Scheme Booklet, including the information required by reg 5.1.01 and Schedule 8 of the Regulations, and the table identifies where the required information is contained in the Scheme Booklet; and

(c) thirdly, the explanatory statement must set out any other information that is material to the making of a decision whether or not to agree to the compromise or arrangement. In this respect, it is submitted, and I accept, that the Scheme Booklet is clear and comprehensive, and (along with the Independent Expert Report annexed to the Scheme Booklet) contains a detailed evaluation of the Scheme, presented in a way that enables an RPM Shareholder to form his or her own view of the merits of the Scheme.

1. Finally, a notice to the effect required by paragraph 6 of the Practice Note is included in the "Important Notices" section, on the second page, of the Scheme Booklet.
2. In addition, each of RPM and Caterpillar have adduced evidence concerning the verification, by each company, of the information contained in the Scheme Booklet in the affidavits of Mr O'Neill and Mr Stirling respectively.
3. Further, as the Scheme is solely a members' scheme, it is necessary that the explanatory statement be registered by ASIC before being sent to shareholders. Before registering the statement, ASIC must conclude that it appears to comply with the requirements of the Act, and must form the opinion that the Scheme Booklet does not contain any matter that is false in a material particular or materially misleading in the form and context where it appears. Assuming the Scheme Booklet is registered by ASIC following the first Court hearing, this will provide further assurance as to the satisfaction of the relevant disclosure requirements. I do not apprehend any difficulty regarding registration.
4. RPM sought an order relieving them of compliance with r 2.15 of the Rules. Rule 2.15 applies Div 75 of the Insolvency Practice Schedule (Corporations) (being Sch 2 to the Act) and Div 75 of the Insolvency Practice Rules (Corporations) 2016 (Cth) to meetings ordered by the Court, subject to the Act, the Rules and any direction of the Court. However, here, the matters otherwise covered by those provisions are addressed by a combination of the orders of the Court in relation to the convening and chairing of the meeting, the terms of the materials being disseminated in respect of the Scheme (including the notice of Scheme Meeting, proxy forms and arrangements in relation to proxies) and otherwise by the company's constitution. In those circumstances, it is appropriate that there be dispensation from compliance with r 2.15: Re Dropsuite at [48].
5. In light of the procedural requirements having been satisfied, the Court's discretion to make the convening orders is enlivened: Re Oz Minerals Limited [2023] FCA 197 at [13] (Beach J); Re Envirosuite Limited [2025] FCA 734 at [36] (Moshinsky J).

1. The relevant discretionary considerations involve two main questions: first, whether the Scheme is fit for consideration by the members; and second, whether the members are to be properly informed as to the nature of the Scheme: Re DuluxGroup Ltd (2019) 136 ACSR 546; [2019] FCA 961 at [19] (O'Bryan J).

1. RPM submits, and I accept, that the Scheme is fit for consideration by RPM 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; FCA 742 at [44] (French J, as his Honour then was).

1. The following particular matters were addressed in RPM's written outline of submissions for the Court's consideration:

(a) performance risk;

(b) break fees and exclusivity;

(c) the Options; and

(d) director benefits.

1. I am satisfied, on the basis of RPM's submissions, that those matters do not provide a cause for concern in making the orders sought and that it is appropriate to make the orders sought.

Members are properly informed as to the nature of the Scheme

1. The second principal aspect relevant to the exercise of the Court's discretion is the adequacy of the information to be provided to shareholders.
2. As mentioned above, s 412(1) of the Act and Schedule 8 (Part 3) of the Regulations set out the 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: Re Dropsuite at [61].
3. For the reasons set out above in paragraphs 28-40 above, I am satisfied that the statutory disclosure requirements are met in the present case.
4. In addition, as already mentioned, RPM Shareholders will 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.
5. RPM sought an order dispensing with compliance under r 3.4 of the Rules, which provides that, unless the Court otherwise orders, the plaintiff must publish a notice of the second Court hearing (that is, the hearing of the application for approval of the Scheme) in a daily newspaper circulating generally in the State or Territory where RPM has its principal place of business at least five days before the date of that hearing, and the notice must be in accordance with Form 6 of the Rules. However, paragraph 3(f) of the Practice Note states that the Court will be prepared to dispense with the publication of a notice of the approval hearing in a newspaper, if notice can be given by an announcement made on the ASX (or by an announcement on the scheme proponent's website if it is not listed). RPM, which is listed on the ASX, intends to publish the notice of the second Court hearing via an ASX announcement. In these circumstances, it is appropriate to relieve RPM from the requirement to publish notice of the second Court hearing in a newspaper.
6. 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 Scheme Shareholders will be properly informed as to the nature of the Scheme before the meeting.

1. The Court's power to approve a scheme is restricted by s 411(17) of the 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 Londsale 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 am 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 am further satisfied that the Scheme is fit for consideration by RPM Shareholders. 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 RPM Shareholders will be properly informed as to the nature of the Scheme before the meeting.

1. Accordingly, at the first Court hearing on 17 November 2025, I made orders for the first meeting to be convened, together with ancillary orders.

I certify that the preceding fifty-five (55) numbered paragraphs are a true copy of the Reasons for Judgment of the Honourable Justice Neskovcin.