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Pushpay Holdings Limited

Pushpay Holdings Limited

Case [2023] NZHC 1083 8 May 2023

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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…

Grounds of appeal

[14] The appellant contends that the primary judge erred in finding that the respondent had discharged the onus of establishing the matters required under the relevant provision.

[15] It was submitted that his Honour failed to give adequate weight to the evidence of the second witness, and that the findings of fact were not reasonably open on the material before the Court.

[16] The respondent, for its part, submits that no error is disclosed, and that the conclusions reached were well within the range of outcomes available to the primary judge.

Consideration

[17] It is convenient to deal first with the question of construction, as the resolution of that issue informs the remaining grounds advanced by the appellant.

[18] For the reasons that follow, we are of the view that the appeal should be allowed in part and the matter remitted for further determination.

Continue reading Pushpay Holdings Limited

Details

AGLC: Pushpay Holdings Limited [2023] NZHC 1083
Case: [2023] NZHC 1083
Decision Date: 8 May 2023

CaseChat Overview and Summary

In the High Court of New Zealand, Pushpay Holdings Limited applied for orders approving a scheme of arrangement under Part 15 of the Companies Act 1993. The scheme involved an acquisition by Pegasus Bidco Ltd of all shares in Pushpay. The legal issues before the court included whether Pushpay had complied with the statutory provisions and whether the scheme had been fairly put before the shareholders. The court found that Pushpay had complied with the applicable statutory provisions and that the scheme had been fairly and fully explained to the shareholders. The court also found that the scheme was such that an intelligent and honest person of business, as a member of the class concerned, and acting in respect of their interest, might reasonably approve it. The court approved the scheme and made orders binding it upon Pushpay, Pegasus Bidco Ltd, and other parties.

Orders