Signature Capital Investments Limited, in the matter of Signature Capital Investments Limited (No 2) [2016] FCA 385

REASONS FOR JUDGMENT 1 These are my reasons for making an order under s 411(4)(b) of the Corporations Act 2001 (Cth) approving a scheme of arrangement between Signature Capital Investments Limited ACN 110 247 393 and its shareholders in the form of Attachment C to the Scheme Booklet which was Exhibit 1 in these proceedings (Scheme) and an order under s 411(12). 2 Terms used in these reasons bear the same meaning as in my reasons for making orders under s 411(1) convening a Scheme Meeting to be held on 12 April 2016: see Signature Capital Investments Limited, in the matter of Signature Capital Investments Limited [2016] FCA 258. 3 On 22 March 2016, following the determination of the amount of the cash consideration for each Signature share of $0.3964, I made orders under s 1319 approving for despatch to Signature shareholders a Pricing Supplementary Scheme Booklet. 4 The matters the Court must take into account in deciding whether to approve the Scheme at the second court hearing include: (1) whether the orders of the Court convening the Scheme Meeting were complied with; (2) whether the resolution to approve the Scheme was passed by the requisite majority and whether other statutory requirements have been satisfied; (3) whether all conditions to which the Scheme is subject (other than Court approval and lodgement of the Court's orders with the Australian Securities & Investments Commission ("ASIC")) have been met or waived; (4) whether the Scheme is fair and reasonable so that an intelligent and honest shareholder, properly informed and acting alone, might approve it. In considering this question, it is not the role of the Court to usurp the decision of shareholders by imposing its own commercial judgement on the Scheme or to consider whether a better scheme might have been proposed; (5) whether Signature has brought to the attention of the Court all matters that could be considered relevant to the exercise of the Court's discretion; and (6) whether there was full and fair disclosure to shareholders of all information material to the decision whether to vote for or against the Scheme. See Re Solution 6 Holdings Ltd (ACN 003 264 006) (2004) 50 ACSR 113; [2004] FCA 1049 at [18]-[21]; Re Permanent Trustee Co Ltd (2002) 43 ACSR 601; [2002] NSWSC 1177 at [8]-[10]; Re Central Pacific Minerals NL [2002] FCA 239 at [12]-[14]; Re Seven Network Ltd (No 3) (2010) 267 ALR 583; [2010] FCA 400 at [35]-[39]. 5 The following affidavits were read and documents tendered: (1) An affidavit of John Andrew Morrison, Signature's chairman, affirmed on 13 April 2016. Mr Morrison attests that: (a) he was Chairman of the Scheme Meeting held on 12 April and a quorum was present at the meeting in accordance with Signature's constitution; (b) 112 members present by proxy voted in favour of the resolution to approve the Scheme, 2 voted against and 2 abstained. The Scheme was therefore approved by a majority in number of members present and voting of 98.25%; and (c) 6,393,149 votes were cast in favour of the Scheme and 51,324 votes were cast against. The Scheme was therefore approved by a majority of votes cast at the meeting of 99.2%. (2) An affidavit of Louise Elizabeth Edwards, Signature's company secretary, sworn on 14 April 2016 in relation to printing and despatch of the Scheme Booklet and Pricing Supplementary Scheme Booklet by email and post. She attests that there were three shareholders for whom email despatch failed: two were contacted by telephone and the booklets were despatched to them at new email addresses. The third was RF Capital who had indicated an intention to abstain from voting. (3) An affidavit of Fiona Reed, general counsel of RF Capital, sworn on 14 April 2016 attesting to the fact that based on a cash consideration of $0.3964 and an issued capital of 46,989,745, the aggregate cash consideration is $18,626,734.90. She says that as at 14 April 2016, SGIH (the Bidder) has $18,627,856.00 in cash reserves. (4) An affidavit of Andrew Dyster, a director of One Registry Services Pty Ltd, affirmed on 13 April 2016. One Registry Services Pty Ltd maintains Signature's register of members. Mr Dyster attests to the compilation of electronic files of names and addresses (postal and email) of shareholders and services provided in relation to the conduct of the Scheme Meeting. He attests to the fact that RF Capital, which holds 28,662,082 Signature shares, did not vote at the Scheme Meeting. (5) An affidavit of Marvi Douglas, a director of De Pellegrin Pty Ltd which trades as iPrintPlus, sworn on 13 April 2016 in relation to printing of the Scheme Booklet (together with a personalised proxy form) and the Pricing Supplementary Scheme Booklet and lodgement of those documents for mailing on 14 and 22 March 2016 respectively. (6) An affidavit of Nirangjan Veluppillai Nagarajah, a lawyer at the law firm Gilbert + Tobin, affirmed on 14 April 2016 in relation to: (a) registration of the Scheme Booklet with ASIC on 9 March 2016 and lodgement of the Pricing Supplementary Scheme Booklet with ASIC on 22 March 2016; (b) advertising of this hearing in The Australian newspaper on 30 March 2016 in accordance with the Court's orders. No notice was received that a shareholder intended to attend the hearing to oppose the Scheme; (c) Form 530 signed by Ms Edwards in relation to posting of the Notice of the Scheme Meeting; and (d) a letter dated 13 April 2016 from ASIC containing a statement pursuant to s 411(17)(b) of the Corporations Act indicating that ASIC has no objection to the Scheme. (7) An affidavit of Sherif Andrawes, a director of BDO Corporate Finance (WA) Pty Ltd, sworn on 12 April 2016 in relation to the Supplementary Independent Expert's Report dated 22 March 2016 which was included in the Pricing Supplementary Scheme Booklet; and (8) Certificates signed by Mr Morrison on behalf of Signature and Ms Reed on behalf of SGIH stating, in effect, that the conditions precedent to the Scheme, other than Court approval and lodgement of the orders with ASIC, have been satisfied or waived. 6 At the commencement of the hearing, the matter was called and no one appeared to oppose the Scheme. I am satisfied that the procedural requirements of s 411, my orders of 9 March 2016 and other formal matters have been addressed based on the affidavits and documents referred to at [5] and the affidavits read and documents tendered at the first court hearing. I certify that the preceding six (6) numbered paragraphs are a true copy of the Reasons for Judgment herein of the Honourable Justice Farrell.