Re Oklo Resources Ltd; [No 2] - [2022] WASC 313

JURISDICTION : SUPREME COURT OF WESTERN AUSTRALIA
IN CHAMBERS

CITATION:   RE OKLO RESOURCES LTD; EX PARTE OKLO RESOURCES LTD [No 2] [2022] WASC 313
CORAM:   HILL J
HEARD:   7 SEPTEMBER 2022
DELIVERED          :   7 SEPTEMBER 2022
PUBLISHED           :   14 SEPTEMBER 2022
FILE NO/S:   COR 131 of 2022

EX PARTE
OKLO RESOURCES LTD
Plaintiff
B2GOLD CORP
Interested Party

Catchwords:

Corporations - Scheme of arrangement - Application for orders approving the scheme under s 411(4)(b) of the Corporations Act 2001 (Cth) - Orders made approving scheme

Legislation:

Corporations Act 2001 (Cth), s 411(4)(b), s 411(6), s 411(11), s 411(17)

Result:

Orders made approving scheme

Category: B

Representation:

Counsel:

Plaintiff	:	A J Papamatheos & C E McKay
Interested Party	:	J Y Wang

Solicitors:

Plaintiff	:	Thomson Geer - Perth
Interested Party	:	King & Wood Mallesons

Case(s) referred to in decision(s):

Re Amcor Ltd [No 2] [2019] FCA 842
Re Beadell Resources Ltd [No 2] [2019] WASC 53
Re International Goldfields Ltd [2004] WASC 112
Re Oklo Resources Ltd [2022] WASC 289
Re Ozgrowth Ltd [No 2] [2022] WASC 167
Re Seven Network Ltd [No 3] [2010] FCA 400; (2010) 267 ALR 583
Re TriAusMin Limited [No 2] [2014] FCA 833
Re Vimy Resources Ltd [No 2] [2022] WASC 257
Re Wesfarmers Ltd [No 2] [2018] WASC 357
Re Western Areas Ltd [No 2] [2022] WASC 198

HILL J:

The plaintiff, Oklo Resources Limited (Oklo), applies for orders approving a proposed scheme of arrangement (Scheme). The background to the matter is set out in the judgment I delivered following the first court hearing.[1] At the first court hearing on 28 July 2022, I made orders for the Scheme meeting to be convened on 1 September 2022 (Orders).
[1] Re Oklo Resources Ltd [2022] WASC 289.

Scheme meeting

The Scheme meeting was convened and held on 1 September 2022. At the meeting, the resolution was passed by the requisite statutory majorities.
75 shareholders were present at the Scheme meeting in person and by proxy, comprising approximately 6.68% of shareholders by number.[2] 92% of shareholders who voted at the meeting were in favour of the resolution.[3] 99.78% of votes cast on the Scheme resolution were cast in favour of the resolution.[4]
[2] Affidavit of Vanessa McAuley filed 2 September 2022 [17], 'VM-01'.
[3] Affidavit of Vanessa McAuley filed 2 September 2022 [31.1].
[4] Affidavit of Vanessa McAuley filed 2 September 2022 [30.1].

Approval of Scheme

This matter came back before me for the second court hearing on 7 September 2022.
In addition to the affidavits that were relied upon at the first court hearing, Oklo relied on an additional 14 affidavits filed prior to the second court hearing. These were:
(a)an affidavit of Ravi Kiran Singh Tedewala filed 2 September 2022, a senior operator employed by Computershare Communication Services Pty Limited (Computershare), in relation to the printing of a shareholder letter, proxy form, and election form (collectively, the Scheme documents);
(b)an affidavit of Danielle Maree Janette Petch filed 2 September 2022, a project coordinator at Computershare. Ms Petch outlined the shareholder communication preferences of members of the plaintiff, the digital and physical despatch of the Scheme documents and the Scheme booklet to shareholders, as well as detailing the proxy votes lodged for the Scheme meeting;
(c)an affidavit of Lidia Clarissa Caruso filed 2 September 2022, a senior operator at Computershare, in relation to the printing, collating, and mailing of Scheme documents to email shareholders from where bouncebacks were received;
(d)an affidavit of Jessica Sayers filed 2 September 2022, a senior mail operator at Computershare. Ms Sayers' affidavit detailed the collation and mailing of the Scheme documents and Scheme booklet to shareholders who have elected to receive physical copies of shareholder communications, and Scheme documents to shareholders who had not nominated an email address and had not otherwise made an election in the manner in which they would receive shareholder communications;
(e)an affidavit of Yuansong Gu filed 2 September 2022, a lodgment officer at Computershare, in relation to the despatch of Scheme documents to shareholders and shareholders where a bounceback was received;
(f)an affidavit of Benjamin Noel Horne filed 2 September 2022, an account director at Georgeson Shareholder Communications Australia Pty Ltd (Georgeson), who was engaged to operate an information line for shareholders in relation to the Scheme. Mr Horne detailed the management and coordination of Georgeson employees who operated the shareholder information line in relation to the Scheme, and annexed the script for line operators incorporating the amendment made at the first court hearing, as well as a report on the telephone calls received;
(g)an affidavit of Mark Leslie Landsberg filed 2 September 2022, an account manager employed by Manark Printing (Manark), who was retained to print copies of the Scheme booklet;
(h)an affidavit of Jacinta Ann Pattison filed 2 September 2022, a client delivery manager at Computershare. Ms Pattison's affidavit detailed the printing and collation of the Scheme documents, as well as the despatch of Scheme documents to shareholders and bounceback shareholders;
(i)a fifth affidavit of Michael Choon Mng Ng filed 2 September 2022, a partner of Thomson Geer, the solicitors for the plaintiff. Mr Ng confirmed the Orders and the final version of the Scheme booklet had been lodged with the Australian Securities and Investments Commission (ASIC) on 29 July 2022 and annexed a copy of the final Scheme booklet, as well as relevant correspondence with ASIC and a copy of the advertisement of the second court hearing in The Australian newspaper on 1 September 2022;
(j)an affidavit of Maria Dzopalic filed 2 September 2022, a senior relationship manager at Computershare. Ms Dzopalic oversaw shareholder and proxyholder registration for the Scheme meeting and collected and processed voting cards at the Scheme meeting;
(k)an affidavit of Vanessa McAuley filed 2 September 2022, a products and support manager at Computershare. Ms McAuley virtually attended the Scheme meeting and detailed the conduct and results of the meeting. Her affidavit annexed the voting report from the Scheme meeting;
(l)a second affidavit of Scott Douglas Gibson filed 2 September 2022, a partner of Thomson Geer and the appointed chairperson of the Scheme meeting. Mr Gibson's second affidavit provided a report on the conduct and results of the Scheme meeting and annexed copies of the minutes and the scrutineer's report for the Scheme meeting;
(m)an affidavit of Louisa Anne Martino filed 2 September 2022, the company secretary of the plaintiff. Ms Martino confirmed hard copies of the Scheme booklet were available for inspection at the offices of Oklo and that no queries had been received in relation to the cross-referencing errors in the Scheme booklet; and
(n)a sixth affidavit of Mr Ng filed 7 September 2022. Mr Ng's affidavit annexed a letter from Mr De Cian confirming that the opinion expressed in the independent expert report of Grant Thornton had not changed from the report in evidence at the first court hearing, and attached the certificates executed by Oklo and B2Gold Corp confirming that each of the conditions precedent of the Scheme had been satisfied or waived (apart from court approval), as well as a letter from ASIC confirming ASIC had no objection to the proposed Scheme under s 411(17) of the Corporations Act 2001 (Cth) (Act).
These additional affidavits address the matters Oklo was required to establish at the second court hearing.

Legal Principles in respect of the Scheme Approval

The approval of the proposed Scheme pursuant to s 411(4)(b) of the Act, or the second court hearing, is the third stage of approval for a scheme of arrangement. The second stage is the approval of the Scheme by the requisite statutory majorities, which occurred at the Scheme meeting.
At the second court hearing, the court has two tasks:[5]
(a)to ensure that all statutory and procedural requirements have been satisfied. This includes confirming that:[6]
(i)the meeting was convened and held in accordance with the court's earlier orders;
(ii)the resolutions were passed with the requisite statutory majorities; and
(iii)the plaintiff otherwise complied with the court's earlier orders;
(b)to determine, in the exercise of the court's discretion, whether to approve the proposed arrangement.
[5] Re Wesfarmers Ltd [No 2] [2018] WASC 357 [12].
[6] Re International Goldfields Ltd [2004] WASC 112 [7].
The court has a discretion to approve a scheme under s 411(4)(b) of the Act and is not bound to approve a scheme just because the court previously made orders for the convening of a meeting or because the statutory majorities have been achieved.[7] That said, the court will usually approach the task on the basis that shareholders are better judges of what is in their commercial interests than the court.[8]
[7] Re Wesfarmers Ltd [No 2] [13]; Re Seven Network Ltd [No 3] [2010] FCA 400; (2010) 267 ALR 583 [31].
[8] Re Wesfarmers Ltd [No 2] [13]; Re Seven Network Ltd [No 3] [32] - [33].
The factors that inform the court's discretion whether or not to approve a scheme are:[9]
(a)whether the members have voted in good faith and not for an improper purpose;
(b)whether the proposal is fair and reasonable so that an intelligent and honest person who was a member of the relevant class, properly informed and acting alone, might approve it;
(c)whether the plaintiff has brought to the attention of the court all matters that could be considered relevant to the exercise of the court's discretion;
(d)whether there has been full and frank disclosure of all information material to the members' decision;
(e)whether minority shareholders would be oppressed by the scheme;
(f)whether the court is satisfied that the scheme has not been proposed to avoid ch 6 of the Act;
(g)whether ASIC has an objection to the scheme; and
(h)whether the scheme offends public policy.
[9] Re Seven Network Ltd [No 3] [35] - [40], [50], [52].

Disposition

Compliance with statutory and procedural requirements

I was and am satisfied, on the basis of the additional affidavits that were filed by Oklo, that:
(a)a copy of the Orders was lodged with ASIC on 29 July 2022;[10]
(b)a copy of the Scheme booklet that was approved for distribution by the court at the first court hearing was lodged with ASIC and registered on 29 July 2022;[11]
(c)the Scheme booklet was despatched to shareholders in accordance with the Orders;[12]
(d)in accordance with the Orders, the Scheme booklet, as well as the notice of meeting, were available for inspection on Oklo's website and at its registered office both before, and during, the Scheme meeting;[13]
(e)the Scheme meeting was convened and held on 1 September 2022 in accordance with the Orders;[14]
(f)the Scheme was approved by the requisite statutory majorities;[15]
(g)notice of the second court hearing was given by way of advertisement in The Australian on 1 September 2022;[16] and
(h)ASIC informed Oklo on 6 September 2022, pursuant to s 411(17)(b) of the Act, that it has no objection to the proposed Scheme.[17]
[10] Fifth affidavit of Michael Choon Mng Ng filed 2 September 2022 [6].
[11] Fifth affidavit of Michael Choon Mng Ng filed 2 September 2022 [6], [7], 'MCN-15' - 'MCN-18'.
[12] Affidavit of Ravi Kiran Singh Tedewala filed 2 September 2022; Affidavit of Danielle Maree Janette Petch filed 2 September 2022; Affidavit of Lidia Clarissa Caruso filed 2 September 2022; Affidavit of Jessica Sayers filed 2 September 2022; Affidavit of Yuansong Gu filed 2 September 2022; Affidavit of Mark Leslie Landsberg filed 2 September 2022; Affidavit of Jacinta Ann Pattison filed 2 September 2022.
[13] Affidavit of Louisa Anne Martino filed 5 September 2022 [8] - [16].
[14] Second affidavit of Scott Douglas Gibson filed 2 September 2022; Affidavit of Maria Dzopalic filed 2 September 2022; Affidavit of Vanessa McAuley filed 2 September 2022.
[15] Affidavit of Vanessa McAuley filed 2 September 2022 [28] - [31], 'VM-02'.
[16] Fifth affidavit of Michael Choon Mng Ng filed 2 September 2022 [22], [23], 'MCN-28'.
[17] Sixth affidavit of Michael Choon Mng Ng filed 7 September 2022, 'MCN-35'.
In written and oral submissions, counsel for the plaintiff drew my attention to the following matter in relation to the Scheme meeting. Of the 504,496,479 total Oklo shares on issue, 285,306,476 shares were voted at the Scheme meeting, comprising approximately 56.55% of the Oklo shares on issue.[18] However, only 75 out of 1,123 eligible Oklo shareholders voted at the Scheme meeting, representing approximately only 6.68% of eligible shareholders by number. [19]
[18] Affidavit of Vanessa McAuley filed 2 September 2022 [28].
[19] Affidavit of Vanessa McAuley filed 2 September 2022 [17], 'VM-01'.
As was stated by Farrell J in Re TriAusMin Limited [No 2]:[20]
It is inappropriate to assume (in the absence of complaint) that shareholders who did not vote either did not have notice of the meeting or were silent in protest of the scheme; apathy should not be presumed to be antagonism.
Nonetheless it does call for consideration to ensure that the vote [was] not unrepresentative, since the court retains the discretion to withhold its approval in that case. It is relevant to consider whether members have been deterred from attending or voting at the meeting. (footnotes omitted)
[20] Re TriAusMin Limited [No 2] [2014] FCA 833 [10] - [11].
Relatively low shareholder turnout does not prevent the court from making orders approving a scheme of arrangement.[21]
[21] See, for example, Re Ozgrowth Ltd [No 2] [2022] WASC 167 [18] (14.03% of shareholders holding 56.07% of shares) (for COR 27 of 2022) and the authorities cited at fn 28; Re Western Areas Ltd [No 2] [2022] WASC 198 [17]; Re Vimy Resources Ltd [No 2] [2022] WASC 257 [32].
I was and am satisfied that there was sufficient turnout at the Scheme meetings. Approximately 56.55% of Oklo shares on issue were voted at the Scheme meeting.[22] I do not consider the low voter turnout by number of shareholders suggested there had been an error in the despatch of the Scheme booklet, nor that this should prevent the court from making orders under s 411(4)(b) of the Act. In this respect, I have had regard to the following matters:
(a)the number of shareholders who voted at the Scheme meeting, being approximately 6.68% of all eligible shareholders, exceeded the number of shareholders who voted at the two preceding general meetings of Oklo;[23]
(b)a significant majority of shareholders (by number) who voted at the Scheme meeting voted in favour of the Scheme;
(c)there was no evidence which suggested any irregularity in the despatch of the Scheme booklet; and
(d)there was no evidence of any issue which would have deterred shareholders from voting at or attending the Scheme meeting.
[22] Affidavit of Vanessa McAuley filed 2 September 2022 [28].
[23] Being approximately 4% at the 2020 annual general meeting, and 3% at the 2021 annual general meeting; Affidavit of Vanessa McAuley filed 2 September 2022 [40.1], [42.1], 'VM-04', 'VM-05'.
Counsel also drew my attention to a cross-referencing error contained in the final Scheme booklet registered with ASIC. On three occasions in the frequently asked questions (pages 36, 37 and 38 of the Scheme booklet), reference is made to 'Section 0', where there is no such section within the Scheme booklet. For the following reasons I accept that this error was not a reason to exercise my discretion to withhold approval of the Scheme.
First, the nature of the error does not, in my view, cause any substantial confusion or prevent the navigation and comprehension of the contents of the Scheme booklet. The two questions in [3] of the Scheme booklet which contain this error are the only places in the Scheme booklet which failed to correctly cross‑reference [2.2]; all other instances in the Scheme booklet correctly reference this section. The contents page of the Scheme booklet makes plain that the Scheme booklet does not contain a 'Section 0', and that Section 2 is headed 'Reasons to vote in favour of or against the Scheme'. Counsel for Oklo submitted, and I accept, that a reader of the Scheme booklet would naturally turn to this section of the Scheme booklet for an elaboration of the reasons to vote for and against the Scheme.
Second, these errors do not, in these circumstances, lead the court to conclude that Oklo despatched a Scheme booklet in a form that had not been approved by the court. Order 11 of the Orders provided for despatch of a Scheme booklet 'substantially in the form of' the approved Scheme booklet. I am satisfied that a minor cross-referencing error does not bring the entire Scheme booklet outside the bounds of the form approved at the first court hearing.
Third, as was noted by Vaughan J in Re Wesfarmers, it is implicit from the court's approval that irregularity does not result in invalidity.[24] I am satisfied in this case that the cross-referencing error is an irregularity that is automatically validated by s 1322(2) of the Act without any orders being required.
[24] Re Wesfarmers [31].
Fourth, no individual or shareholder has raised any concern about this error on the information line, at the second court hearing, or otherwise.[25]
[25] Affidavit of Louisa Anne Martino filed 5 September 2022 [17] - [19].
Accordingly, I was and am satisfied that all statutory pre-conditions have been met. I now turn to consider the discretionary considerations.

Good faith and proper purpose

There is no evidence that the Oklo shareholders voted for an improper purpose. I am satisfied on the evidence filed by Oklo that its members voted in good faith and for a proper purpose as:
(a)the purpose of the proposed Scheme is to effect the acquisition by B2Gold Corp of all Oklo shares on issue, a transaction of a kind ordinarily approved by the court. It does not involve any novel treatment of rights;
(b)the independent expert opined that, in the absence of an alternate proposal (and none has since emerged), the Scheme is in the best interests of shareholders; and
(c)neither ASIC nor any shareholder appeared at the second court hearing to object to approval of the proposed Scheme.

Fairness and reasonableness

At the first court hearing, based on the evidence before the court, I was satisfied the proposed Scheme was of such a nature that there was no apparent reason it should not receive approval if the requisite voting majorities were achieved at the Scheme meeting.
Nothing has occurred since the date of the first hearing to change this view. The shareholders who voted at the meeting overwhelmingly supported the proposed Scheme. No shareholder appeared to oppose the orders sought at the second court hearing. I was and am satisfied that the proposed Scheme is fair and reasonable and is a Scheme that sensible business people might consider to be of benefit to shareholders.

All relevant matters brought to the court's attention

At the first court hearing, counsel for the plaintiff drew my attention to a number of matters. These were summarised at [46] ‑ [91] of Re Oklo Resources Ltd.
There were three further matters that counsel drew to my attention at the second court hearing.
First, the satisfaction of the conditions precedent to the implementation of the Scheme. The remaining conditions precedent (apart from court approval at the second court hearing) were satisfied or waived as evidenced by the certificates put before me.[26]
[26] Sixth affidavit of Michael Choon Mng Ng filed 7 September 2022, 'MCN-30', 'MCN-31'.

Second, the inbound communications program was run in compliance with the approved scripts for shareholder communication. Counsel confirmed that the communications program run on behalf of the plaintiff was conducted in accordance with the form of the scripts approved at the first court hearing.[27] At the second court hearing I queried whether there was any evidence before me that in respect of the seven calls in relation to 'document requests',[28] the relevant shareholders had received the documents. Counsel for the plaintiff submitted that, while there was no direct evidence that these callers were provided with the documents sought, there was evidence that no shareholder requested a hard copy from Oklo's registered office nor attended the office to inspect the documents.[29] In addition, counsel referred me to the inbound scripts which required the response to any caller who requested documents to be a direction to the availability of the Scheme booklet either on the ASX or the plaintiff's website.[30] Given there is no evidence that any shareholder experienced difficulty in accessing the Scheme booklet or Scheme documents, I am satisfied that this is not a reason to withhold exercising my discretion to approve the Scheme.
[27] Submissions for second court hearing [30] - [35].
[28] Affidavit of Benjamin Noel Horne filed 2 September 2022, 'BNH-03' (p. 66).
[29] Affidavit of Louisa Anne Martino filed 5 September 2022 [16].
[30] Affidavit of Benjamin Noel Horne filed 2 September 2022, 'BNH-02' (p. 34).
Third, as at 2 September 2022, 44 Small Shareholders (as that term is defined in the Scheme), holding a total of 798,758 or approximately 0.16% of Oklo shares on issue, elected to opt‑out of receiving Scrip Consideration.[31] Counsel for the plaintiff also drew my attention to the significant reduction of the number of shareholders of Oklo between the first court hearing (1,249 shareholders) and the Scheme meeting (1,123 shareholders) – a reduction of more than 10% by number of shareholders. Counsel for the plaintiff submitted that an inference to be drawn from this was that many Small Shareholders had elected to sell their Shares prior to implementation of the Scheme. In my view, there is nothing in the material before me that suggests there is any concern with the despatch of the Scheme materials or that the treatment of Small Shareholders is a reason to withhold exercising my discretion to approve the Scheme.

Full and fair disclosure

[31] Affidavit of Louisa Anne Martino filed 5 September 2022, 'LAM-03'; Affidavit of Vanessa McAuley filed 2 September 2022, 'VM-01'.

At the first court hearing, based on the evidence before the court, I was satisfied the draft Scheme booklet would provide full and fair disclosure to shareholders.
The additional affidavit evidence filed by Oklo establishes the Scheme booklet despatched to shareholders was substantially in the form approved for distribution by the court. Other than the minor cross-referencing errors that I have explained above, nothing has arisen to suggest there has not been full and fair disclosure of all information which was material to the decision of shareholders prior to them voting on the Scheme.

Oppression of minorities

There was no evidence that any minority has been oppressed.

Satisfaction of s 411(17) of the Act and ASIC's view

ASIC has provided a written statement to the effect that it does not object to the Scheme pursuant to s 411(17)(b) of the Act.[32] As a result, the requirements of s 411(17) have been satisfied. In any event, having regard to the nature of the proposed transaction, it cannot be said the Scheme was proposed to avoid the operation of ch 6 of the Act.

Public policy

[32] Sixth affidavit of Michael Choon Mng Ng filed 7 September 2022, 'MCN-35'.

There is no evidence before the court that the proposed Scheme offends any aspect of public policy. Given the nature of the proposed Scheme, it is my view that it could not be sensibly suggested that the Scheme offends public policy.

US Securities Act

At the first court hearing, counsel for Oklo drew my attention to the fact that, if the Scheme was approved, B2Gold intended to rely on that approval to qualify for exemption under s 3(a)(10) of the Securities Act 1933 (USA).[33] That was necessary as one of the requirements for the operation of s 3(a)(10) in practice is that the proposed issuer of the securities must inform the court, whose order is to be relied on, that the issuer will rely on the court's approval in seeking the exemption.
[33] Re Oklo Resources Ltd [89].
This has become common practice in schemes of arrangement.[34]
[34] See, for example, Re Amcor Ltd [No 2] [2019] FCA 842 [33]; Re Beadell Resources Ltd [No 2] [2019] WASC 53 [62] - [64]; Re Piedmont Lithium Ltd [No 3] [2021] WASC 173 [35] - [37]; Re Vimy Resources Ltd [No 2] [102] - [103].
In these circumstances, it is appropriate that I record the following:
(a)I was informed of the shares which are to be offered as Scheme consideration and an independent expert report has concluded that the Scheme is in the best interests of shareholders.
(b)The court has held a hearing to determine whether the terms of the proposed Scheme are fair to Oklo's shareholders so as to determine whether to approve the terms of the Scheme. In this regard, as I have stated earlier, in an application for approval under s 411(4)(b), it is necessary for the court to consider the fairness and reasonableness of the proposed Scheme. As set out at [23] - [24] above, I have determined that the proposed Scheme is fair and reasonable.
(c)The hearing for approval of the proposed Scheme was heard in open court. It was open to all shareholders of Oklo to attend. Notice of the hearing was provided to all shareholders in accordance with the orders of the court made on 28 July 2022. The date of the hearing was advertised in The Australian newspaper on 1 September 2022. The date of the second court hearing was also included in the Scheme booklet, as well as the ASX announcement on 29 July 2022.
(d)No shareholder of Oklo gave notice of any intention to appear at the second court hearing and no shareholder sought leave to appear at the second court hearing to oppose the approval of the Scheme.
(e)A notation was included on the orders I made on 7 September 2022 noting that Oklo and B2Gold would rely on this court's approval of the Scheme for the purpose of qualifying for exemption from the registration requirements under s 3(a)(10) of the Securities Act 1933 (USA). The notation was included to facilitate B2Gold qualifying for exemption prior to the publication of these written reasons.

Exemption from s 411(11) of the Act

Oklo seeks exemption from s 411(11) of the Act. In my view, there is no utility in requiring the court's orders approving the Scheme to be annexed to Oklo's constitution as the orders do not effect any change to the constitution. This exemption has become ordinary practice for transactions of this kind.

Conclusion and orders

At the second court hearing before me, I was satisfied the substantive and procedural requirements under s 411(4) of the Act had been satisfied and that I should approve the proposed Scheme.
For these reasons, at the conclusion of the hearing on 7 September 2022, I made orders in terms of 'Annexure A' of this judgment in respect of the Scheme.

ANNEXURE A

I certify that the preceding paragraph(s) comprise the reasons for decision of the Supreme Court of Western Australia.
FD
Associate to the Honourable Justice Hill
14 SEPTEMBER 2022