Pushpay Holdings Limited
[2023] NZHC 1083
•8 May 2023
IN THE HIGH COURT OF NEW ZEALAND AUCKLAND REGISTRY
I TE KŌTI MATUA O AOTEAROA TĀMAKI MAKAURAU ROHE
CIV-2023-404-141
[2023] NZHC 1083
UNDER Part 19 of the High Court Rules 2015 IN THE MATTER
of a scheme of arrangement under Part 15 of the Companies Act 1993
AND IN THE MATTER
of PUSHPAY HOLDINGS LIMITED
Applicant
Hearing: 8 May 2023 Appearances:
D J Cooper KC, N W Starrenburg and A Steel for the Applicant J Q Wilson, J P Cooney and TMJ Shiels for Pegasus Bidco Ltd
Judgment:
8 May 2023
ORAL JUDGMENT OF GAULT J
Solicitors / Counsel:
Dr D J Cooper KC, Barrister, Auckland
Mr N W Starrenburg and Ms A Steel (applicant’s instructing solicitor), Harmos Horton Lusk, Solicitors, Auckland
Mr J Q Wilson, Mr J P Cooney and Mr TMJ Shiels, Bell Gully, Solicitors, Auckland
RE PUSHPAY HOLDINGS LIMITED [2023] NZHC 1083 [8 May 2023]
[1] Pushpay Holdings Ltd (Pushpay) applies by way of originating application for orders approving a scheme of arrangement under Part 15 of the Companies Act 1993 (the Act).
Background
[2] Pushpay is listed, and has shares quoted, on the NZX main board and the Australian Securities Exchange.
[3] The scheme sought to effect an acquisition by Pegasus Bidco Ltd (Pegasus) of all shares in Pushpay in exchange for payment to its shareholders (other than shareholders that are associates of Pegasus) of, originally, NZ$1.34 per share.
[4] Pushpay is a vertical “Software as a Service” payments and technology company providing mobile-first software tools such as a donor management system, including donor tools, finance tools and a custom community app, a church management system and video streaming solutions to the faith sector, non-profit or public service organisations and education providers. As well as its registered office in Auckland, Pushpay has offices in Seattle and Colorado Springs in the United States of America. It has a subsidiary with offices in Dallas and Denver, USA. Pushpay has over 578 employees in New Zealand and the USA. Pushpay is a substantial entity with total assets of approximately US$254 million and net assets of US$175 million according to its interim financial statements as at 30 September 2022.
[5] As at 18 January 2023, Pushpay had 1,141,775,519 ordinary shares on issue and approximately 12,858 registered shareholders. All shares are fully paid ordinary shares. Four entities beneficially owned or controlled five per cent or more of the shares at that time.
[6] Pegasus is a special purpose vehicle incorporated on 18 October 2022 for the purpose of the acquisition by a consortium.1 Pegasus is indirectly 100 per cent owned by Pegasus Holdings NZ Ltd (Holdco), a New Zealand limited liability company established as the investment vehicle for the consortium’s participation in the scheme. Holdco will be owned by entities associated with the consortium.
[7] The scheme is a culmination of a process that began with the receipt of various unsolicited, non-binding expressions of interest for the acquisition of Pushpay in early 2022. An independent committee of Pushpay directors undertook a comprehensive process and concluded that the scheme represented the most compelling value for shareholders.
[8] On 28 October 2022, following negotiation, Pushpay entered into a Scheme Implementation Agreement (SIA) with Pegasus for Pegasus to acquire all of the shares under a scheme of arrangement.
[9] Associates of Pegasus currently hold or control in aggregate 232,052,324 Pushpay shares, being approximately 20.3 per cent. Relevant entities have entered into voting deed polls.
Initial orders
[10] On 26 January 2023, Pushpay applied without notice for initial interlocutory orders in relation to service, confidentiality, the scheme meeting (including classes of shareholders for the purpose of voting), notice of meeting and information to be provided, reporting the results of the meeting, rights of opposition and appearance at the hearing of the application for final orders, and leave to return to Court at short notice.
1 On 24 May 2022 several entities entered into a co-operation agreement under which the parties agreed to work together to negotiate and implement a potential acquisition by the consortium comprising BGH Capital Pty Ltd and Sixth Street Partners LLC (or one or more special purpose vehicles established by the parties) of all or a substantial part of the Pushpay shares. BGH Capital is an Australia and New Zealand-focused private equity firm; Sixth Street is a global investment firm with US$60 billion in assets under management and committed capital.
[11] On 2 February 2023, I made the initial orders as sought in the interlocutory application (Initial Orders).2
March shareholders’ meeting
[12] At the shareholders’ meeting on 3 March 2023 (Original Scheme Meeting), Pushpay shareholders did not approve the scheme of arrangement by the required majority.
[13] On 8 March 2023, I vacated the hearing for final orders scheduled for 17 March 2023.3
Amended scheme
[14] On 16 March 2023, after a period of negotiation, Pushpay and Pegasus entered into an agreement to amend and restate the SIA and Scheme Plan to implement a revised scheme. Under the amended and restated SIA,4 Pegasus agreed to pay the following consideration for the shares (other than Excluded Shares)5 if the revised scheme was implemented:
(a)for Specified Shares (as defined),6 NZ$1.34 per Specified Share; and
(b)for all other shares that are not Excluded Shares or Specified Shares, NZ$1.42 per share (the Increased Consideration).
2 Under s 236(2) of the Companies Act 1993 and under the High Court Rules 2016, rr 7.43A and 19.11: Minute of Gault J dated 2 February 2023.
3 Minute of Gault J dated 8 March 2023.
4 A subsequent amendment to the SIA giving effect to an internal transfer of intellectual property assets does not change the scheme consideration.
5 That is, shares held or controlled by associates of Pegasus.
6 See n 7 below.
[15] On the same date, a group of ten offshore funds (Specified Shareholders)7 whose primary business is event-driven risk arbitrage, entered into voting agreements with Pegasus. At that date, the Specified Shareholders controlled in aggregate 10.31 per cent of Pushpay’s issued capital.
[16] On 29 March 2023, Pushpay applied without notice for amending and supplementary interlocutory orders. The orders sought directed that a Supplementary Scheme Booklet be distributed to supplement the original Scheme Booklet dated 3 February 2023, and provided for three interest classes of shareholders for the purpose of voting at a new scheme meeting:
(a)First interest class: all of the following persons:
(i)Schrassig Fundamental S.à r.l., Consdorf Adjacent Holdco S.à r.l., Berdorf S.à r.l., and Bertrange S.à r.l.; and
(ii)Oceania Equity Investments Pty Ltd as trustee for Oceania Trust; and
(iii)any person who is the registered holder of, but only to the extent that that person holds, Pushpay shares as custodian, nominee or trustee directly or indirectly for any person in paragraphs (i) or (ii).
(b)Second interest class: any person who is the registered holder of, but only to the extent that that person holds, Pushpay shares as custodian, nominee or trustee directly or indirectly for any Specified Shareholder (as defined) and only in respect of that Specified Shareholder’s Specified Shares (as defined).
Defined as follows: a “Specified Shareholder” is a person:
(i)who is an underlying controller of Pushpay shares; and
(ii) who has entered into a voting agreement with the Bidder under which the person has, in respect of the number of Pushpay shares specified in that agreement which are held on behalf of the person (“Specified Shares”), acknowledged that it will receive $1.34 per Pushpay share as consideration under the Scheme; and
(iii)whose voting agreement has not been terminated.
(c)Third interest class: shareholders who hold Pushpay shares which are not:
(i)Held directly or indirectly for any person in paragraph (a)(i) or (a)(ii) above; or
(ii)Specified Shares (defined as “Primary Shares”) in respect of those Primary Shares (including any person in paragraph (b) above who holds Primary Shares, in respect of those Primary Shares).
[17] On 2 April 2023, I made supplementary orders as sought (Supplementary Orders).8
[18] At the further shareholders’ meeting on 27 April 2023 held online and concurrently in person (New Scheme Meeting), Pushpay shareholders approved the scheme. 100 per cent of the total number of shares voted by shareholders in the first interest class and the second interest class and 90.15 per cent of the total number of shares voted by shareholders in the third interest class were voted in favour of the new resolution proposing to approve the revised Scheme. At the relevant date, 26 April 2023, the maximum number of votes that could be cast on the resolution if all persons entitled to do so attended and voted, excluding abstentions, was 1,142,371,145.
79.7 per cent of all shares were voted in favour of the new resolution.
[19] On 1 May 2023, the Takeovers Panel (Panel) provided a no objection letter in terms of s 236A(2)(b)(ii) of the Act, confirming that the panel has no objection to the Court making an order under s 236(1) in respect of the Scheme. The letter records that the Panel was satisfied that:
(a)all material information relating to the Scheme has been disclosed to shareholders;
(b)the standard of disclosure to shareholders has been equivalent to the standard that would be required by the Code in a Code-regulated transaction (or is otherwise appropriate in all of the relevant circumstances);
8 Minute of Gault J dated 2 April 2023.
(c)the interest classes of shareholders have been composed correctly;
(d)the protection available to shareholders (and other equity security holders) under the Code and/or the Takeovers Act 1993 (or equivalents to those protections) have been provided for under or in connection with the Scheme; and
(e)there are no other factors as the Panel considers to be applicable in the relevant circumstances bearing in mind the respective roles of the Panel and the Court.
[20] I am advised that all of the positive conditions for the Scheme capable of being satisfied before the implementation date for the Scheme have now been satisfied, except for Court approval.
[21] As at 3 May 2023, excluding Pushpay and its associates, three entities beneficially own or control five per cent or more of the Pushpay shares.
Interested parties
[22] The Supplementary Orders provided that any shareholder who wished to appear and be heard on the application for final orders must file and serve a notice of appearance or, if they oppose, a notice of opposition, affidavit(s) and a memorandum of submissions by 3 May 2023.
[23] On 3 May 2023, Pegasus filed a notice of appearance to be heard in support of Pushpay’s application.
[24]No notices of opposition or other appearances have been filed or served.
Applicable legal principles
[25] Section 236(1) in Part 15 of the Act provides the Court’s jurisdiction to approve a scheme of arrangement subject to such terms and conditions as the Court thinks fit:
236 Approval of arrangements, amalgamations, and compromises
(1) Notwithstanding the provisions of this Act or the constitution of a company, the Court may, on the application of a company or any shareholder or creditor of a company, order that an arrangement or amalgamation or compromise shall be binding on the company and on such other persons or classes of persons as the Court may specify
and any such order may be made on such terms and conditions as the Court thinks fit.
[26] Section 236A provides special rules for an arrangement affecting “voting rights” of a “code company” as those terms are defined in s 2(1) of the Takeovers Act 1993. Pushpay is a code company and the arrangement affects the voting rights of Pushpay so s 236A applies. It provides:
236A Arrangement or amalgamation involving code company
(1)If a proposed arrangement or amalgamation affects the voting rights of a code company, the applicant for an order under section 236(1) must, at the same time as filing the application, notify the Takeovers Panel of the application.
(2)The court may not make an order under section 236(1) that affects the voting rights of a code company unless—
(a)the code company's shareholders approve the arrangement or amalgamation in accordance with subsection (4); and
(b)either of the following applies:
(i)the court is satisfied that the shareholders of the code company will not be adversely affected by the use of section 236(1) rather than the takeovers code to effect the change involving the code company; or
(ii)the applicant has filed a statement from the Takeovers Panel indicating that the Takeovers Panel has no objection to an order being made under section 236(1).
(3)The court need not approve a proposed arrangement or amalgamation merely because the Takeovers Panel has no objection to an order being made under section 236(1).
(4)For the purposes of subsection (2)(a), the code company's shareholders may only approve the arrangement or amalgamation in the following way:
(a)by a resolution approved by a majority of 75% of the votes of the shareholders in each interest class entitled to vote and voting on the question; and
(b)by a resolution approved by a simple majority of the votes of those shareholders entitled to vote.
(5)For the purposes of this section and section 236B,—
affects the voting rights, in respect of an arrangement or amalgamation, means an arrangement or amalgamation that involves
a change in the relative percentage of voting rights held or controlled by 1 or more shareholders
interest class may be determined in accordance with the principles set out in Schedule 10
voting right has the meaning set out in section 2(1) of the Takeovers Act 1993.
[27] Thus, in this case a pre-condition to an order under s 236(1) is shareholder approval by:
(a)a majority of 75% of the votes of the shareholders in each interest class entitled to vote and voting – that is, the three Interest Classes I have set out; and
(b)a simple majority of the votes of those shareholders entitled to vote.
[28] Section 237 provides that, without limiting s 236, the Court may make additional orders for the purpose of giving effect to any arrangement approved under that section. These include orders providing for and prescribing terms and conditions relating to the transfer or vesting of real or personal property, assets, rights, powers, interests, liabilities, contracts, and engagements.
[29] The four-part test to be applied by the Court when deciding whether to approve a scheme under s 236 is well-established. It was summarised in C M Banks Ltd,9 and more recently in a number of other cases in this Court,10 as being the duty of the Court to see:
(a)that there has been compliance with the statutory provisions as to meetings, resolutions, the application to the Court, and the like;
(b)that the scheme has been fairly put before the class or classes concerned; and that if a circular or circulars have been sent out, as is usual, whether before or after the making of the application to the
9 Re C M Banks Ltd [1944] NZLR 248 at 253.
10 Re ACS (NZ) Ltd [2012] NZHC 1396 at [4]; Re Auckland International Airport [2014] NZHC 405 at [8]; Re Newplex Industries [2016] NZHC 1677 at [10]; Re Fliway Group Ltd [2017] NZHC 3216 at [8]; Re Trilogy International Ltd [2018] NZHC 580 at [14]; Re Methven Ltd [2019] NZHC 608 at [8]; Re Trade Me Group Ltd [2019] NZHC 840 at [11]; Re Metlifecare Ltd [2020] NZHC 2752 at [14]; Re Abano Healthcare Group Ltd [2020] NZHC 3343 at [21]; Re Tilt Renewables Ltd [2021] NZHC 1861 at [12]; and Re Z Energy Ltd [2022] NZHC 841 at [14].
Court, they give all the information reasonably necessary to enable the recipients to judge and vote upon the proposals;
(c)that the class was fairly represented by those who attended the meeting and that the statutory majority are acting bona fide and are not coercing the minority in order to promote interests adverse to those of the class whom they purport to represent; and
(d)that the scheme is such that an intelligent and honest person of business, a member of the class concerned and acting in respect of his [or her] interest, might reasonably approve.
[30] The Court of Appeal has said that it is apt to supplement this last limb with consideration of whether the arrangement is fair and equitable.11
Discussion
[31]I deal with these requirements in turn.
[32] First, I am satisfied that Pushpay has complied with the applicable statutory provisions, including s 236A of the Act as to:
(a)shareholders voting in favour of the Scheme in excess of the prescribed majorities; and
(b)provision of confirmation that the Panel has no objection to the Scheme proceeding and to final orders being granted.
[33] I accept that the scrutineer’s report by Pushpay’s auditors Deloitte in relation to the results of the New Scheme Meeting complied in substance with Pushpay’s constitution even though it is not expressed in name as a certificate due to the professional standards applying to Deloitte.
[34] I am also satisfied that Pushpay has complied with the Initial Orders, insofar as they remain applicable to the New Scheme Meeting, and with the Supplementary Orders.
11 Weatherston v Waltus Property Investment Ltd [2001] 2 NZLR 103 at [35].
[35] Secondly, the Initial Orders, insofar as they remain applicable to the New Scheme Meeting, and the Supplementary Orders included measures to ensure that interested parties, and in particular shareholders, were informed of the Scheme and had the opportunity to oppose it. The Scheme Booklet and Supplementary Scheme Booklet were distributed to shareholders by Pushpay’s share registrar, Link Market Services Ltd. I accept that the information provided to shareholders and interested parties (in the Scheme Booklet, Supplementary Scheme Booklet and at the New Scheme Meeting) fairly and fully explained what was proposed, its intended effect, the reason why Pushpay proposed the Scheme, and the reasons why the Non- Conflicted Directors unanimously recommended that shareholders vote in favour of the Scheme. The scheme has been fairly put and the information reasonably necessary to enable shareholders to judge and vote has been given to them.
[36] Thirdly, I consider the relevant interest classes (that is, the first interest class, the second interest class and the third interest class set out above) were fairly represented by those who attended the New Scheme Meeting or voted by proxy on the revised Scheme. This is indicated by:
(a)the high proportion of shareholders who voted (100% of the total number of shares held by shareholders in the first interest class and the second interest class, and 90.15% of the total number of shares entitled to vote and voting in favour by shareholders in the third interest class);
(b)the level of support for the resolution (79.7% of all shares were voted in favour at the New Scheme Meeting); and
(c)the fact that no shareholder has filed a notice of opposition or has indicated to Pushpay an intention to do so.
[37]There is no suggestion of coercion of the minority to promote adverse interests.
[38] Fourthly, I consider that the Scheme is such that an intelligent and honest person of business, as a member of the class concerned, and acting in respect of his or
her interest, might reasonably approve it, and that it is generally fair and equitable. As Mr Cooper KC submitted, the reasons for this are:
(a)the Increased Consideration of NZ$1.42 represents a premium of 37.9% to Pushpay’s closing price of NZ$1.03 per share on the NZX on 22 April 2022, being the last day of trading prior to the announcement of the receipt of expressions of interest for the potential acquisition of Pushpay;
(b)the Increased Consideration is within the Independent Adviser’s value range of NZ$1.33 to NZ$1.53 per Share (as is the lower consideration to be paid to the Specified Shareholders in respect of the Specified Shares);
(c)the price at which the shares trade may be less than the Increased Consideration if the Scheme is not implemented and no superior proposal emerges;
(d)there is no evidence that any prejudice will be suffered by any shareholder (or other properly interested or affected person) if the Scheme is approved and implemented;
(e)the Scheme will not prejudice Pushpay’s creditors. Following implementation of the Scheme, Pushpay expects to be able to satisfy the statutory solvency test prescribed by s 4 of the Act;
(f)the shareholders’ support for the Scheme at the New Scheme Meeting ought to be given due weight as they are the persons best placed to determine what is in their own best interests (including the Specified Shareholders’ decision to accept the lower consideration of NZ$1.34 per share);12
12 The Court’s powers under Part 15 are not to be paternalistic. See Greymouth Petroleum Mining v Fletcher Challenge Ltd [2001] 2 NZLR 786 (HC) at [47].
(g)the Non-Conflicted Directors have reached the view that it is in the best interests of Pushpay and its shareholders for the Scheme to proceed; and
(h)finally, there is no opposition to the Scheme as amended.
[39]For these reasons, I am satisfied that the Scheme should be approved.
Result
[40]I make the following orders:
(a)The scheme of arrangement described in the Scheme Plan annexed to this order (the Scheme) is approved and binding upon:
(i)Pushpay Holdings Ltd;
(ii)Pegasus Bidco Ltd and the other bidder entities named as parties in the annexed Scheme Plan; and
(iii)every person who is a Scheme Shareholder in terms of the Scheme Plan.
(b)Pushpay is granted leave to apply to the Court for approval of any amendment, modification or supplement to the Scheme.
Gault J
g hAR¥0S
HORTOFJ
SCHEME PLAN
KHME OF ARRANGEMEfJT PURSUALIT TO PART 15 OF THE COMPALIIES ACT 1993
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Pushy must deliver, or procure to be öefii/ered , the Bpecilïed Sharzs Nadiuø to the BTdda” and Ü*\, after 7!gOpm țnó gršar Bn io!oopru a:n the Rzcozd Date, oa 1J•ie basis 0u:tt, in gmpariqg The Sgańged
eu4er clone zoi brute it does not toe k°°'r•ìe4øe or (including n nut it høs W recent fr°n
accordance Frith nlauss 5-zA øf the Schtmie Implementatźn Agreenieilt, to:
(a} ñept'iJ\iiJe 'hgtJu•r ay oherm time mxt4er slid instead be pro+dded in orJJer To a6dzeas the
pnrgose for )\ictnding that o*gI ik1) irn"ttei' ai•'4
{b} sgtee ou eltemarñe zequ wenJenta for The SpeoJficd Bhzrz blotted.
£ztEe/ae! An i mere-g eaJ¥tad u The o iz+ntiJ\t* depazited by the D:id4er into thn Truat Azeouiu Is pa''afik O the I4ld4ei’, \w aay b, nfi fee8 n*’ xfier this:T pay sts n• withI rJd»Bn or ded•ctTan•
a} the gcheme u not JnJplemented foz and' mason b\' 5.apin on \bo IJrt gA \ •kt g\ 04s 4T;te; or
cIHfimy uy, written reguest by Bidder in anmrdanoe with the Escrow Agreement, hnmcdist eg'
(fi) the Coieideration hzñri:g been depostad inJo the Trust Ac nt in aceordaJ+re with have 2•1
slid LINg a-›z+grtning In JYr 4rig to \Jéhpa \' end tile Bidder that this Isa omurrod.
Banu caci@ at g.ooant on tic Undulation Dctc fhc Villa +wrig sts@s +YiII oucur seguet\té1I)-
(u) f*,wtlou!aop[nfi* aAo g*mll¢,eagm•a Blm*,ogmhe wl[*]ñ n*a»d olilkm**^«H‹W,abtl,mmWtLlm(*mnmñWio^D*Rnn3let^,*mdfmmGx l
(dT
!*pe*ena1a›Dee, la mce@n$amomwmmonm7o oo:
(*)
midHamerrts nttachiy to them us nt the Implementation Ben, will be trsmWred from Midm II to Go Biker, nW Pustlpey must enter, or prnmire that LIII chars, the same oJ the Bidder
(h)shtfi, *ithout a y holder ati or Dr*\\alit ' all tht Scheme shancs, iogAther with all dghrs ad ozi\ifiomOfs attach JJ@ to tbera as at tkz Irag'Icraentat?oiJ Data, Jm11 be traosfcrrzd to the Bidder, and Puahpey most enter, or proure that MP4K emu, the name of the 8iddsr in the Register in eezyezt of a8 of the Schenn Shag and
(;month, subject to enm/ium ha fuU with mime 4.i@}, the Biker is doned to lsaie imocably authorised end iuatrue4ed LINK to py Wm the Trust: éax›euwt Um Cmtdorstion Ie ench Scheme RharehoM based rim the numf›er of Scheme SPcrea fiéld try' arch Ans
MtrsieteJder (and tating iwto aornunt any 9pecifW Rhnrea Rd /' It Scheme Shareholdel', as
specified in tfie Mt£e4 6tieres S'nk›ei ae set sit in itie Regk«ter on the Rnoirl £iaie In
ç« Agnrodãmma!Thexspemiie@*miss:oeafloltteRxx z»sbsosnMphkd6;lnexquC}
q i(d]ti], gr(ô5ii). q.i d)(iii q.i(õ)(ii'). q.i(c}, q.s{f} end g.i(@ may agree the t'zrms of the tranafer
(at x recce in thine 4.ite) iwd clans q.itdXl1 io 4.iN)0i'1 io a tmiufer of Shares from the
traiisfercn nameél in each sunk dance 3L'nWen’} to Tn gnieans a trailer truth the
b)the Bt‹:tder most, prior to g.oOzm u'z tho I mpgm rtztiort Date, Arfy LINE In J\aitTng o£ th fuE oarue of Els flee tYJ\Jzb kélda ghaws Jar each TraJssfcren.
(a} tYtizze e 9cbeme SbzreJ*oJdet hal pzía to life Rnoacó Date. pror?ded baziL ancouzie dctzüs to
(i) where e gchenJe tThzrehalde 1 as, ptior 4n the Reoard 0a@, pa@ed be né aczan4 d<tałIs to <nałJłe kłN łt aż Pushj›ay O make payn\ei\u oŁ Awł a\ian 4o))•rs by cJatronJc £uJs tran6r, MNE most t1Je On\sńJcrat ton {h ss aby apglJMkle uosf8, oxrlJangr rato pgrzed aiJrl I } 4u the BuhenJc 9Jutrztio1rl@ Ę• eWtnutiJc fti itd8 \ rang£et of tbe reg 'lat amouaz ta AusEraJiz:n dólJzrs bs tho ba:nL zczount JQraJrrztzd bo that flr1\e+że gh4róbnMei' Anó
where a Scheme ShareholW with a Regis ddi<ss wutaJde u4 14cn Z<ttla nd a nd Austral is bas, prior & If Rermd Date, provided sutflrirnr written ivlriuuis (to Lf HK's W isJeerirm) to able i•INk to make pays in o eurreney ct tier then 14mz Zealand rloUare or Auymli8 n Hq4lany {a nd clrlK is able tn maLs Payment in that
‹i rmncyi, mNx must @t the Wiisideotlon (fees a nr a pdiraHe ‹outs, ewta»ne "ate apmad and fees) to the Scheme sliarHnlder by Mrné fiinds iransfer of the tefi'ant aunu:ut in the applicable en:r:rency Fo Tie bank acmuut nominated by txt lselierne
SCemCoflninamenmx«s#vn »üd ovMhmrsazms{sri1xnl‹xlxmigemoto
s O8 S*I**i* «€Wb*iW=lbeDlXo dr8dn*O›môsMõu
IFa gbarahoTder kzs given more Than one pa\'runiJe diremJon. 4kcn hn lair dJrzctian ill th:ne u£ nazcipt
{ the con£4derat@n Ig payable To tI+e hank account nnmina4ed by the joint Udders or. aT tbe sole
dJwodon of Puél\pay, nominated @ tbe holder he›e nance apgean first in \i•e ee@ster ga •t
ggrglug Ta’\’rqz6T Oeeg-;F rhe event thet, folJacYitJg setisfactñn of The obligataaria under nlauae
b} ao ' bank Sizes or otker third gzzty oasis ar \zitI\holdñJgs a dodact?oris zaquizad lay (cw.
io itie Udder in ao:ordi noe »;i6 the aidder’s uTltten inatre'aioiu to LUP.
miufi\iog Jrioncy to the 7rust ozount to gushpay.
meosdmn‹eñlhrBuw;n«)or5aflb).rIFxm»,if u•hSWio•e3hamhoHnlazuten he
ofause g. ga} or g.r{b}, pay to tba£ 8zT*ame BbaroI\Wr tic Ooaécratioo Jr•)d on truet Jéz t6et Demesne 9he reholdez Jn a manoer cr tempJa4ed by Value si.a a} e g.z{b} (ar in any other maniJnr apgroYzd b}
p6
Plan, JI\¥r)men oatJze is given to Puahpay oo ar poor to The Reosrd Date akan order @ diwct?oiJ made
by a ¢onrt of n¡›etert)nt44dIct?on or a Oo*wn enr tfiat:
a} requires OansiderattoJJ aa be p dzd to e tlJird gzHy In respect of 6ñI\wno shares field by a
In axordanu with days 4. t0, Puñpay ill he eniitlea toP-nre, rna tt Bidde" will t›e
ap@i»l4ie thc m n(egm)mW«n«nbwoSW=n*6Imn=lWdbnlmlflGene
that scbarne fihowiJdder, as apzcJ£etd in the sgeci6zd S6aras Nottce} voiI & rztei\+zd *n the
Trust Account u mil atJclJ tima ea vision of the €onaiderafion a the 6chcmn 6harc okfer in
or ottenm hy la«',
and such provision m retentñn las the case mg bsJ tilt eanatitute the full discharge u£ the Bills
s.
@} Puatryy met W eeeepi fur rc;gtstration, nor rerngniee for ay purpose (nn@a tmnNtr
acer 7.eogsn on the Reconl Dau or temlvel gnor D s\icI\ line but rot in reftistm0le or ttooabk For.
(@Pushgay rnust rzgjsta re@trabTP trarisrzússiau epplirazlans a rcgístrablo trawfcrs o£ g1\ara reoztyed prior O tbe rjase of tradiuB a Un 7raóJ@ Utah Dale bafore ç&gm oir \I+o Rzrunú Date gray ted chet, for the avcúóame af óaubt, oathing in thJa otause ü.0(a) zeguJrez gusbpay be
Osi that gtg/, Pushp@ rzust ruaka avańabe to the B)dóez In 41\e fqrnJ t1 ę njgder @nabĘ
GBNEN LPRUVDUOWB
7'a eadruezHs tg ێn8lderatiom: The giddcr rap ioozaae thn Dms?dnrattaJ bv wmrten notice at
any rime0 Pu¥\pgy ptJ0r to tkz New Bz6crun Merlin provided that the Scheme In jflement aTicn nJenT has not be NroJiriakzd I:n azarrdaoce tr)Lh irs Jeims jar m the rtste gn n'hgh the B}dder
fmm,*,«*t umo*o:e*baeg w.
{b} Or the I ng fatan oak», iw'‹›‹ap »ppa»u eusbpay a txe scheme aehol4er'+
at tarrah ed egaJt Air glo your •ose ofesecuting any dootiJ\ent Or go}itg @ taklng ajg q\her zc\ on ssBry. r•bé ar exr• diem to gn'e effi›ct to tfie 9ñIw\e and die trans++rtiw con1atn@zted by it,
such ałt rnm' Brid sge •t, max aub- te itd fqf+Hions, attthorJł@ uż powsrs umJ<r gtis eł«•sr 7ę to
(6T +n ^he event of as J•u:c'rai , this Plan oirernlde4 the runsziMTon or Posh '.
7 5
aW t•rae, this 9cT 6 gTzu is Jniu¥é!aTeh' •méd snd of mo Farther férzc e eñfnzt (iller than cjzuses 3'3
›‹o ia6iiiv •••• a th ‹ns••d‹ait»: aa scheme fioider age uu, run, a t e
dial zrda8 &a! TtiJo ftzhenJe Can and ails' nort-zonttsctuol obfigzTi0ffs ar¡s{@ out q'f or tg ormuection›Yit B it i•i $qverned bI/ thz law appJyJJ\g iiJ blew 7 }ari,g,
7* 4¥r : Tja zouzta ha\'*iJgjuÜgtÏIctloo iJ\ Netr ZzaÏarid kate tjrrn- @ugft'e§ ar]sdirsjojj 0o actr}e
a'o däg•'tc a J 'a c•it orgr1n o»•aim› › ilJ rhis werae Plan (ïw«Iiig a a leges lating a a o'
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