DDH1 Limited, in the matter of DDH1 Limited (No 2)

DDH1 Limited (DDH1) sought orders to allow the distribution of a supplementary explanatory statement to its shareholders. This statement was intended to accompany the existing scheme booklet which had been approved by the Court for distribution. The scheme, if approved, would see the transfer of all DDH1 shares to Perenti Limited. The Federal Court of Australia was tasked with deciding whether the supplementary explanatory statement could be distributed to the shareholders.

The Court examined the necessity for additional explanatory material, noting the statutory power under section 411 of the Corporations Act 2001 (Cth) to authorise such distribution. The Court highlighted that its decision was guided by the same considerations applicable when deciding on the initial explanatory information. DDH1 had already undertaken a verification process for the supplementary material, and the Australian Securities and Investments Commission (ASIC) had been notified and did not oppose the distribution. The Court also noted that the shareholder communications script would be updated to include references to the supplementary material. The Court concluded that, while some shareholder communications had not adequately directed shareholders to the scheme booklet, this was a matter to be addressed at the scheme approval hearing.

The Court approved the distribution of the supplementary explanatory statement subject to certain conditions, including minor corrections and compliance with ASIC's requirements. The order allowed for the distribution of the supplementary scheme booklet to shareholders by email, post, or other means, depending on their communication preferences. The Court also set out the procedures for handling undeliverable emails and directed that the supplementary scheme booklet be made available on DDH1's ASX announcements platform and website. The proceeding was adjourned to allow for the hearing of an application to approve the scheme.

The Court granted several orders, including the approval of the supplementary explanatory statement, instructions for its distribution, and directives regarding the availability of the supplementary scheme booklet on DDH1's platforms. It also maintained the validity of existing proxy appointments, provided they were not revoked or replaced before the scheme meeting. The proceeding was set for a hearing on the approval of the scheme, with evidence to be provided by way of a statement on oath. The Court further directed that copies of the submissions filed on 1 September 2023 be made available upon request.