In the matter of SG Fleet Group Limited

[2025] NSWSC 214

Supreme Court

New South Wales

Medium Neutral Citation:

In the matter of SG Fleet Group Limited [2025] NSWSC 214

Hearing dates:

20 February 2025

Date of orders:

20 February 2025

Decision date:

17 March 2025

Jurisdiction:

Equity - Corporations List

Before:

Black J

Decision:

Order convening scheme meeting and associated orders made.

Catchwords:

CORPORATIONS – Arrangements and reconstructions – Schemes of arrangement or compromise – Application under s 411 of the Corporations Act 2001 (Cth) for orders convening meeting of members to consider and, if thought fit, to agree to proposed scheme of arrangement – Whether requirements to order scheme meeting are satisfied.

Legislation Cited:

- Supreme Court Corporations Rules 1999 (NSW)

- Corporations Act 2001 (Cth), ss 411, 1319

Cases Cited:

- Australian Securities Commission v Marlborough Gold Mines Ltd (1993) 177 CLR 485; [1993] HCA 15

- F T Eastment & Sons Pty Ltd v Metal Roof Decking Supplies Pty Ltd (1977) 3 ACLR 69

- First Pacific Advisors LLC v Boart Longyear Ltd (2017) 121 ACSR 136; [2017] NSWCA 116

- Re Abacus Funds Management Ltd (2006) 24 ACLC 211

- Re Adelaide Bank Ltd [2007] FCA 1582

- Re APN News and Media Ltd (2007) 62 ACSR 400

- Re Arthur Yates & Co Ltd (2001) 36 ACSR 758; [2001] NSWSC 40

- Re Bolnisi Gold NL (No 2) (2007) 65 ACSR 510; [2007] FCA 2078

- Re CSR Ltd (2010) 183 FCR 358; [2010] FCAFC 34

- Re DWS Ltd (2020) 148 ACSR 616; [2020] FCA 1590

- Re Ellerston Global Investments Ltd [2020] NSWSC 879

- Re ELMO Software Pty Ltd [2023] NSWSC 12

- Re Foundation Healthcare Ltd (2002) 42 ACSR 252; [2002] FCA 742

- Re InvoCare Ltd [2023] NSWSC 1180

- Re Kidman Resource Ltd (2019) 139 ACSR 122; [2019] FCA 1226

- Re Kyckr Ltd [2022] NSWSC 1316

- Re McGrath Ltd [2024] NSWSC 555

- Re Nzuri Copper Ltd [2019] WASC 189

- Re Orion Telecommunications Limited [2007] FCA 1389

- Re Pacific Smiles Group Ltd [2024] NSWSC 812

- Re PSC Insurance Group Ltd [2024] FCA 946

- Re Quantum Health Group Ltd [2022] NSWSC 26

- Re Staging Connections Group Ltd [2015] FCA 1012

- Re ThinkSmart Ltd [2022] FCA 1314

- Re Villa World Ltd (2019) 139 ACSR 550; [2019] NSWSC 1207

- Re Vocus Group Ltd [2021] NSWSC 630

- Re Webster Ltd [2019] NSWSC 1907

- Re Wridgways Australia Ltd [2010] FCA 1187

Category:

Principal judgment

Parties:

SG Fleet Group Limited (Plaintiff)

Representation:

Counsel:
J Hutton SC/H Atkin (Plaintiff)
N M Bender SC (Bidder)

Solicitors:
Gilbert + Tobin (Plaintiff)
Allens (Bidder)

File Number(s):

2025/38376

Judgment

Nature of the application and background

1. By Originating Process filed on 30 January 2025, the Plaintiff, SG Fleet Group Ltd (“SG Fleet”) seeks orders under ss 411 and 1319 of the Corporations Act 2001 (Cth) (“Act”) in relation to a proposed scheme of arrangement between SG Fleet and its shareholders, including that it convene meetings of two classes of its shareholders to consider the scheme; that an explanatory statement be approved to accompany the notices of meeting; and to address ancillary matters.

2. By way of background, SG Fleet provides fleet management solutions including vehicle leasing, salary packaging and novated lease finance services in all jurisdictions and is listed in Australian Securities Exchange (“ASX”). The majority shareholder in SG Fleet, Super Group Limited (“Super Group”), through a subsidiary, holds 53.58% of the shares in SG Fleet and is listed on the Johannesburg Stock Exchange.

3. On 4 December 2024, SG Fleet announced to ASX that it had entered into a Scheme Implementation Deed (“SID”) with Westmann Bidco Pty Ltd (“Bidco”), an entity ultimately owned and controlled by funds managed and advised by Pacific Equity Partners Pty Ltd (“PEP”) and its affiliates in respect of the proposed scheme. The scheme contemplates that Bidco will acquire all of the issued capital of SG Fleet on terms that scheme shareholders (other than Relevant Management Shareholders) will receive cash consideration of A$3.50 per scheme share, and Relevant Management Shareholders will have the option to receive all cash consideration of the same amount; all scrip consideration in Westmann Topco Ltd (“Topco”), which is the ultimate holding company of Bidco, being 3.5 fully paid ordinary shares in that company for each scheme share; or partly cash and partly scrip consideration. The Relevant Management Shareholders include nine specified members of the senior management team of the SG Fleet group, and any entity or person related to those individuals, and Relevant Management Shareholders who fail to make a valid Election (as defined in the SID) will receive all cash consideration. SG Fleet proposes that shareholders will vote in classes at the scheme meeting, comprising a class of Relevant Management Shareholders and a class of shareholders other than the Relevant Shareholders.

4. I made the orders sought by SG Fleet at the conclusion of the hearing on 20 February 2025. These are my reasons for doing so. I have drawn on the helpful submissions of Mr Hutton, with whom Mr Atkin appeared for SG Fleet, in this judgment.

Affidavit evidence

5. SG Fleet reads the affidavit dated 30 January 2025 of its solicitor, Ms Whitby, which outlines the nature of the application.

6. SG Fleet also reads the affidavit dated 20 February 2025 of its Chief Legal Officer, Ms McLaren, who refers to the nature of SG Fleet’s business and SG Fleet’s entry into the SID with Bidco which followed a confidential market testing process undertaken by SG Fleet and its financial advisers over several months. Ms McLaren also outlines the nature of the scheme consideration for Relevant Shareholders and other shareholders, to which I have referred above, and outlines the process undertaken for verification of the scheme booklet. She also refers to a letter dated 19 February 2025 from the Australian Securities and Investments Commission (“ASIC”), in customary form, indicating that it did not propose to appear and make submissions at the first Court hearing.

7. Ms McLaren also outlined the conditions precedent to the scheme; the circumstances in which SG Fleet must pay a break fee to Bidco; and the proposed arrangements for despatch of scheme materials to SG Fleet shareholders which are in common form. Ms McLaren also indicated that SG Fleet proposed that a third party operate an inbound only information line for SG Fleet shareholders and I have reviewed the script to be used for those calls, although SG Fleet did not seek the Court’s approval for that script. Ms McLaren also addressed the treatment of options, performance rights and restricted equity rights for eligible employees of SG Fleet under an equity incentive plan in respect of the scheme; set out the interests of SG Fleet board members; and referred to the directors’ unanimous recommendation in favour of the scheme. She also outlined the manner in which the scheme meetings would be conducted, involving separate meetings of shareholders other than Relevant Shareholders and then of Relevant Shareholders, and gave evidence as to the consent of the proposed chair and alternate chair of the scheme meetings. Ms McLaren noted that, in accordance with current practice, SG Fleet proposed to publish an announcement of the date of the second Court hearing to ASX.

8. SG Fleet also read an affidavit dated 18 February 2025 of Mr Obradovic, who is a solicitor acting for Bidco in respect of the scheme, which outlined the funding arrangements for payment of the scheme consideration, involving both debt and equity funding; the verification process undertaken by Bidco in respect of the scheme; and the execution of a deed poll in favour of SG Fleet shareholders by Bidco and its holding company.

Applicable principles

9. It is, of course, well-established that the Court’s role at the first Court hearing in respect of a scheme is to determine, in the exercise of its discretion, whether to approve the convening of a scheme meeting and the explanatory statement if it is satisfied of several matters, namely that the plaintiff is a Pt 5.1 body; the proposed scheme is an “arrangement” within the meaning of s 411 of the Act; the scheme is bona fide and properly proposed; ASIC has had a reasonable opportunity to examine the proposed scheme and explanatory statement, to make submissions and has had 14 days’ notice of the proposed hearing date of the first Court hearing; the procedural requirements under the Supreme Court (Corporations) Rules 1999 (NSW) (“Rules”) have been met; and there is no apparent reason why the scheme should not, in due course, receive the Court’s approval if the necessary majority of votes is achieved: Re Orion Telecommunications Limited [2007] FCA 1389 at [5]; Re Staging Connections Group Ltd [2015] FCA 1012 at [19]; Re Wridgways Australia Ltd [2010] FCA 1187 at [30]; Re Ellerston Global Investments Ltd [2020] NSWSC 879 (“Ellerston”) at [25]; Re Vocus Group Ltd [2021] NSWSC 630 at [12].

10. The Court will not ordinarily summon a scheme meeting unless the scheme 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. The Court will consider whether the proposed scheme is fit for consideration at the proposed scheme 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 that members are to be properly informed as to the nature of the scheme before the scheme meeting: F T Eastment & Sons Pty Ltd v Metal Roof Decking Supplies Pty Ltd (1977) 3 ACLR 69 at 72, approved in Australian Securities Commission v Marlborough Gold Mines Ltd (1993) 177 CLR 485 at 504; [1993] HCA 15; Re InvoCare Ltd [2023] NSWSC 1180 (“InvoCare”) at [16]-[17].

11. Mr Hutton and Mr Atkin also refer to French J’s observations in Re Foundation Healthcare Ltd (2002) 42 ACSR 252; [2002] FCA 742 at [36] and [44] (in a passage cited with apparent approval in Re CSR Ltd (2010) 183 FCR 358 at [58]; [2010] FCAFC 34):

It is however important to bear in mind that, by granting leave to convene the meeting, the court does not give its imprimatur to the proposed scheme. If the arrangement is one that seems fit for consideration by the meeting of members or creditors and is a commercial proposition likely to gain the court’s approval if passed by the necessary majorities, then leave should be given: Re ACM Gold Ltd (1992) 34 FCR 530; 107 ALR 359; 7 ACSR 231; 10 ACLC 573 (O’Loughlin J). The court is not required to give close consideration to the effects of the scheme upon individual members of the classes of members or creditors affected. So to do would be to “introduce burdensome and to a large extent ineffectual consideration at this interlocutory stage”: Re Jax Marine Pty Ltd [1967] 1 NSWR 145 at 148 (Street J) …

The court at the stage of ordering a meeting to approve a scheme does not ordinarily go very far into the question of whether the arrangement is one which warrants the approval of the court … That question is to be answered when the scheme returns to the court for final approval. That is not to exclude the possibility that a scheme may appear on its face so blatantly unfair or otherwise inappropriate that it should be stopped in its tracks before going any further.

12. Mr Hutton and Mr Atkin also point out that, at the first Court hearing, the Court is concerned not with whether final approval should be given to the scheme, but whether the scheme is one which is adequately explained to those who have a financial interest in it, and whether there is any obvious flaw in the scheme, such that it would be inappropriate even for it to be submitted for consideration: Re Abacus Funds Management Ltd (2006) 24 ACLC 211 at [23]; Re Villa World Ltd (2019) 139 ACSR 550; [2019] NSWSC 1207 at [18].

Matters relevant to whether to convene the scheme meeting

13. I am satisfied that each of the preconditions to the exercise of the Court’s discretion in s 411 of the Act is satisfied in this case. SG Fleet is a company registered under the Act and a Pt 5.1 body. The proposed scheme is an “arrangement” within the scope of s 411 of the Act where it involves the acquisition of the shares in SG Fleet in return for consideration being paid to its shareholders. The scheme is bona fide and properly proposed, where it provides for the acquisition of shares in SG Fleet. The independent expert, Grant Thornton, has concluded that the scheme is in the best interests of SG Fleet’s shareholders in the absence of a superior proposal, observing that the value of SG Fleet shares is between $3.35 and $3.80 and the cash consideration of $3.50 per share is within that valuation range; the indicative value of the Topco shares to be issued to the Relevant Management Shareholders is unlikely to be higher than the cash consideration of $3.50 per share; and Grant Thornton has also considered a range of other matters and formed the view that the scheme is reasonable and therefore in the best interests of SG Fleet shareholders.

14. ASIC has also here had a reasonable opportunity to examine the proposed scheme and scheme booklet and to make submissions; it has had the necessary notice of this hearing; and, as I noted above, it has indicated that it does not currently propose to appear to make submissions or intervene to oppose the scheme at this hearing. The applicable procedural requirements under the Rules have generally been met, and, so far as SG Fleet proposes to provide notice of the second court hearing to the ASX, I will dispense with compliance with r 3.4 as contemplated by Practice Note SC Eq 4 at [26(f)].

Several further matters

15. Mr Hutton and Mr Atkin also address several further matters. First, Mr Hutton and Mr Atkin point out that, as I noted above, SG Fleet proposes that Relevant Management Shareholders meet separately from other SG Fleet shareholders to consider the scheme, where Relevant Management Shareholders are allowed an election to receive scrip consideration under the scheme that is not available to other shareholders. I accept that this approach is consistent with the practice adopted in analogous transaction structures, where only some shareholders are entitled to receive “stub” equity in a bidding entity: Re ThinkSmart Ltd [2022] FCA 1314 at [22]-[23]; Re ELMO Software Pty Ltd [2023] NSWSC 12 at [22]; Re PSC Insurance Group Ltd [2024] FCA 946 at [38]-[39]. Where SG Fleet takes this approach, it is not necessary to consider whether all SG Fleet shareholders could have met as one class, or whether the rights and interests of the Relevant Management Shareholders under the scheme are so dissimilar from other SG Fleet shareholders that they could not have consulted together with a view to their common interest: First Pacific Advisors LLC v Boart Longyear Ltd (2017) 121 ACSR 136; [2017] NSWCA 116 at [80].

16. Second, Mr Hutton and Mr Atkin address the question of SG Fleet employee incentives. They note that SG Fleet operates an equity incentive plan, under which it has issued options, performance rights and restricted equity rights to eligible employees (“SG Fleet Equity Incentives”). The SID requires that SG Fleet take such action as is agreed between the parties to ensure that no SG Fleet Equity Incentives are in existence and all rights attached to those incentives have been extinguished, and that is to be achieved by SG Fleet’s board resolving, subject to the scheme becoming effective, that a “Change of Control Event” has occurred and waiving the vesting rights attaching to each type of SG Fleet Equity Incentive.

17. Mr Hutton and Mr Atkin recognise that this will have the effect that Mr Blau, who is the Chief Executive Officer and an executive director of SG Fleet, will receive a maximum amount of $1,582,514.50 as a result of the vesting of the unvested SG Fleet Performance Rights held by him and $8,094,103.95 as a result of the vesting and exercise of the unvested SG Fleet Options held by him; and Mr Wundram, who is the Chief Financial Officer and also an executive director of SG Fleet, will receive a maximum amount of $597,275 as a result of the vesting of the unvested SG Fleet Performance Rights held by him and $1,238,617.56 as a result of the vesting and exercise of the unvested SG Fleet Options held by him. Mr Hutton and Mr Atkin also point out that Mr Blau and Mr Wundram are both Relevant Management Shareholders and will have different rights under the scheme than other SG Fleet shareholders; Mr Blau has agreed to elect to receive scrip consideration in respect of 25% of his shareholding in SG Fleet; Mr Wundram has agreed to received scrip consideration in respect of 38% of his shareholding in SG Fleet; and these matters are disclosed in the scheme booklet. I accept that, where appropriate disclosure is made, Messrs Blau and Wundram are not prevented from making recommendations as directors concerning the scheme: Re Kidman Resource Ltd (2019) 139 ACSR 122; [2019] FCA 1226 at [115]; Re DWS Ltd (2020) 148 ACSR 616; [2020] FCA 1590 at [41]-[49]; Re McGrath Ltd [2024] NSWSC 555 (“McGrath”) at [25].

18. I also accept that the fact that holders of SG Fleet Equity Incentives will receive a benefit in relation to the scheme does not result in them forming a discrete class at the scheme meeting, although some holders of SG Fleet Equity Incentives will be in a separate class as Relevant Management Shareholders: Re Webster Ltd [2019] NSWSC 1907 at [33]; Re Nzuri Copper Ltd [2019] WASC 189 at [37]; McGrath at [25].

19. Third, Mr Hutton and Mr Atkin point out that SG Fleet has led evidence that the “Target Break Fee” of A$12,267,000 (excluding GST) payable by SG Fleet to Bidco (in the circumstances set out in cl 10 of the SID) represents approximately 1% of the implied equity value of the scheme, which is consistent with Takeovers Panel Guidance Note 7 – Deal Protection at [48] which provides that a break fee not exceeding 1% of the equity value of the target is generally not unacceptable. The circumstances in which the Target Break Fee are payable do not include the failure of SG Fleet shareholders to approve the scheme at the respective scheme meetings or the failure of the Court to approve the scheme and this provision is not a disincentive to SG Fleet shareholders in their consideration of the scheme: Re Adelaide Bank Ltd [2007] FCA 1582 at [31]; Re Bolnisi Gold NL (No 2) (2007) 65 ACSR 510 at 513; [2007] FCA 2078.

20. Fourth, Mr Hutton and Mr Atkin address the question of exclusivity provisions. They note that the SID provides for an “Exclusivity Period”, which commenced on the execution of the SID and ends on the earliest of 30 June 2025 or such other date and time agreed in writing between Bidco and SG Fleet; the Effective Date; or the date on which the SID is terminated. They rightly recognise that, in assessing exclusivity terms, the Court is concerned to ensure that any exclusivity period should be for no more than a reasonable period capable of precise ascertainment, and that an exclusivity clause directed at dealing with an unsolicited alternative merger proposal should be subject to a fiduciary carve out; and the provision must be clearly disclosed in the explanatory statement sent to shareholders: Re Arthur Yates & Co Ltd (2001) 36 ACSR 758; [2001] NSWSC 40 at [9].

21. Mr Hutton and Mr Atkin point out that the SID imposes a “no shop” obligation on SG Fleet (cl 9.2), which extends until the end of the Exclusivity Period and is not subject to a fiduciary out. I accept that the “no shop” obligation is for no more than a reasonable period, and such an obligation need not be subject to a “fiduciary out” particularly where this scheme follows SG Fleet’s sounding the market for offers from potential bidders: Re Quantum Health Group Ltd [2022] NSWSC 26 at [38]. The SID also requires SG Fleet to notify Bidco of Competing Proposals (as defined) and provides for specified “matching rights”: cl 9.6. I accept that these provisions are unlikely to be anti-competitive where a Competing Proposal would likely need to be disclosed pursuant to continuous disclosure obligations, and any rival bidder would expect SG Fleet to follow that course so as to obtain the best offer from competing bidders: Re Kyckr Ltd [2022] NSWSC 1316 at [23].

15. The SID also imposes “no talk” (cl 9.3), “no due diligence” (cl 9.4) and “notification of approaches (cl 9.5) obligations on SG Fleet, which are subject to the “fiduciary out” contained in cl 9.7 of the SID. Mr Hutton and Mr Atkin fairly point out that the relevant definition of “Superior Proposal” refers to a transaction “materially” more favourable to [SG Fleet] Shareholders than the scheme, including as amended or varied, and the reference to “materially” is accompanied by a footnote reading “Having regard to the 4th and 5th paragraph of section 8.7 of the ASX Listing Rules Guidance Note 8” (“Guidance Note 8”).

16. Mr Hutton and Mr Atkin acknowledge that the addition of the word “materially” and the footnote reference to Guidance Note 8 mean that the definition of “Superior Proposal” in the SID differs from the standard definition which is often used in transactions of this kind. They submit that:

“For the following reasons, the non-standard additions to the definition do not substantially alter its meaning or effect, although they may assist in giving some appropriate but provisional guidance to the SG Fleet Board as to how to understand materiality. The definition is consistent with the discharge by the directors of SG Fleet Board of their fiduciary duties in considering Competing Proposals.

First, the relevant parts of Guidance Note 8 do not prescribe any strict rules for assessing materiality but rather describe the “rough” percentage parameters for a share price movement after disclosure of information which ASX “generally” regards as being a “reasonable measure of materiality” for the purpose of deciding whether a share price movement might be referred to ASIC. The guidance is not rigid and is not weighted in favour of materiality or non-materiality: what provisional effect it has seems likely to depend on the starting preconceptions of the directors of SG Fleet and their legal and financial advisers.

Secondly, the definition of “Superior Proposal” does not make the percentage parameters in Guidance Note 8 determinative of materiality, but rather says that they are something to which “regard” is to be had in assessing materiality. The Court can proceed on the basis that the ordinary meaning of “materially” is not displaced and “materially more favourable to SG Fleet Shareholders” means that the increased favourability would be of “significance” or “importance” to SG Fleet Shareholders having regard to any increase in consideration and the other matters required to be considered (see below). That construction is consistent with the use of the defined term “Superior Proposal” in a “fiduciary out”, the purpose of which is to ensure that SG Fleet directors are not constrained from complying with their duties as directors.

Thirdly, the Scheme Implementation Deed makes further provision for the evaluation of whether a Competing Proposal is a “Superior Proposal” as follows:

i   the definition of “Superior Proposal” (extracted above) requires the SG Fleet Board, after taking advice, to carry out an assessment of the likely favourability to SG Fleet Shareholders of a Competing Proposal having regard to the specified paragraphs of Guidance Note 8 as well as “all aspects of the Competing Proposal and the Transaction” including a number of specified matters such as prospectivity and timing. The evaluative judgment called for goes well-beyond looking to any increase in consideration in percentage terms; and

ii   the fiduciary out in cl 9.7(b)(i) requires a further evaluative judgment as to whether a Competing Proposal (even if not a “Superior Proposal”) “may reasonably be expected to lead to a Superior Proposal”.

Further, even if the Court considers that the addition of the word “materially” and the reference to Guidance Note 8 substantially alters the effect of the standard definition of “Superior Proposal”, it would not provide a basis to refuse the application.

First, under the Scheme Implementation Board the SG Fleet Board need only determine that a Competing Proposal “may reasonably be expected to lead to a Superior Proposal” in order for the exception to apply. That is an undemanding test. It requires only that there exist a rational basis for thinking that the Competing Proposal may, at some indeterminate point in the future, lead to a Superior Proposal.

Secondly, SG Fleet (through its advisers) undertook a process of market sounding, by which it sought out potential transaction partners over a number of months. The proposal from PEP was the only non-binding indicative proposal that emerged. The terms of the SID, including the exclusivity provisions, were also the subject of intensive negotiation.”

24. Mr Hutton and Mr Atkin also address the use of the term “Superior Proposal” in respect of the obligations of SG Fleet’s directors under the SID concerning their recommendations and voting intentions. I do not consider that these provisions provide any reason not to convene the scheme meetings, where a director of SG Fleet would reasonably have regard to the materiality of any improvement in a completing proposal in any case, and the factors in Guidance Note 8 provide relevant, but not binding, guidance as to that question.

25. Fifth, Mr Hutton and Mr Atkin note that the scheme provides for a deemed warranty by SG Fleet shareholders that their shares will be free from encumbrances (cl 9.4(a) of the scheme). This matter causes no difficulty where the deemed warranty is sufficiently disclosed in the scheme booklet: Re APN News and Media Ltd (2007) 62 ACSR 400 at [57]-[63].

26. I should also note that Bidco and Topco have executed a Deed Poll under which each undertakes, in favour of each scheme shareholder to provide, or procure the provision of, the scheme consideration to which each scheme shareholder is entitled under the scheme. This is an accepted manner of managing performance risk in respect of a scheme of this kind: Ellerston at [29]. As I noted above, SG Fleet also proposes to establish an inbound shareholder information line. SG Fleet draws this matter to the Court’s attention in accordance with the usual practice but no orders are sought approving the content of the communication: Practice Note SC Eq 4 at [26(k)]; InvoCare at [26].

27. These matters, separately and together, give rise to no reason not to convene the scheme meeting.

Exercise of the Court’s discretion whether to convene the scheme meeting

28. Turning now to the wider issues relevant to the exercise of the Court’s discretion whether to convene the scheme meeting, an independent expert expresses the opinion that the scheme is fair and reasonable and therefore in the best interests of SG Fleet shareholders, in the absence of a superior proposal. SG Fleet’s board has unanimously recommended the shareholders vote in favour of the scheme, in the absence of a superior proposal and provided that the independent expert does not withdraw its conclusion that the scheme is in the best interests of SG Fleet’s shareholders. No apparent difficulty arises with the disclosure in the scheme booklet and the verification process adopted in respect of the scheme booklet. I am satisfied that there is nothing in the terms of the scheme or in its effect on SG Fleet’s shareholders that would otherwise warrant the Court declining to approve the scheme at the second Court hearing, if it receives the statutory majorities required by s 411(4)(a)(ii) of the Act at the scheme meeting.

Orders

29. For these reasons, I made the orders sought by SG Fleet at the conclusion of the first Court hearing on 20 February 2025.

**********

Decision last updated: 18 March 2025