Smartpay Holdings Ltd - [2025] NZHC 3195

IN THE HIGH COURT OF NEW ZEALAND AUCKLAND REGISTRY

I TE KŌTI MATUA O AOTEAROA TĀMAKI MAKAURAU ROHE

CIV-2025-404-2403 [2025] NZHC 3195

UNDER Part 19 of the High Court Rules 2016

IN THE MATTER of a scheme of arrangement under Part 15 of
the Companies Act 1993

AND

IN THE MATTER of SMARTPAY HOLDINGS LIMITED
Applicant

Hearing: On the papers

Appearances: J J Brown and J P Cooney for Applicant
L Fraser for Shift4 Holdings Ltd and Shift4 Payments LLC (in support)

Judgment: 24 October 2025

JUDGMENT OF LANG J

[on application for approval of scheme of arrangement]

This judgment was delivered by Justice Lang On 24 October 2025 at 11 am.
Pursuant to r 11.5 of the High Court Rules Registrar/Deputy Registrar

Date:…………………………

Solicitors/counsel:
Bell Gully, Auckland

Re SMARTPAY HOLDINGS LTD [2025] NZHC 3195 [24 October 2025]

[1] Smartpay Holdings Ltd (Smartpay) is a financial services company that operates in New Zealand and Australia as an independent full-service EFTPOS1 provider. It is dual listed on the New Zealand Stock Exchange (NZX) and the Australian Stock Exchange (ASX).

[2] Smartpay was incorporated in New Zealand on 11 June 1986.2 It was listed on the NZX on 12 March 1987 and on the ASX on 4 September 2013.

[3] In New Zealand Smartpay is the largest direct connector of EFTPOS terminals to Paymark, the central electronic payment processing platform. In Australia, it is a payment facilitator that provides credit and debit card acquiring through EFTPOS terminals.

[4] On 23 June 2025 Smartpay entered into a scheme implementation agreement (SIA) with Shift4 Payments LLC (Shift4 Payments). This followed a process that began with the receipt of various unsolicited and non-binding indicative proposals for the acquisition of Smartpay in early 2025.

[5] Shift4 Payments is a limited liability company domiciled in Delaware. It was founded in 1999 under the name United Bank Card. Shift4 Payments does not currently hold any shares in Smartpay.

[6] The SIA requires Shift4 Payments to acquire all the shares in Smartpay for the sum of $1.20 per share in cash. That sum is to be paid to those who own shares in Smartpay as at 7 pm on the date which is four business days after this Court grants its approval to the scheme of arrangement (the scheme).

1 Electronic Funds Transfer at Point of Sale.
2 The company was initially incorporated under the name Damba Holdings Ltd. It changed its name to Cube Capital Ltd on 30 April 2001 and then to Smartpay Ltd on 17 May 2006. It took on its present name on 15 July 2011.

[7] As at 6 August 2025, Smartpay had 242,113,395 ordinary shares on issue. On the date when the scheme is to be implemented it expects to have 246,788,608 shares on issue.3

[8] Shift4 Payments has nominated an indirectly wholly owned subsidiary, Shift4 Holdings Ltd (Shift4 Holdings), to acquire the shares in Smartpay under the SIA. Shift4 Holdings is a limited liability company domiciled in Malta and was incorporated in…

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.

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Details

AGLC: Smartpay Holdings Ltd [2025] NZHC 3195
Case: [2025] NZHC 3195
Decision Date: 24 October 2025

CaseChat Overview and Summary

Smartpay Holdings Ltd (Smartpay), a dual-listed financial services company operating in New Zealand and Australia, sought the High Court of New Zealand's approval for a scheme of arrangement involving Shift4 Payments LLC (Shift4 Payments) and Shift4 Holdings Ltd (Shift4 Holdings). The scheme requires Shift4 Holdings to acquire all Smartpay shares for $1.20 per share in cash. The Overseas Investment Commission has already approved the scheme, but it also requires the Court's approval under the Companies Act 1993. The primary legal issues were whether Smartpay complied with statutory provisions, procedural directions, and whether the scheme was fairly presented to shareholders and approved by the necessary majorities.

Justice Lang concluded that Smartpay had fully complied with statutory provisions and procedural directions, including timely disclosure and shareholder access to the scheme booklet. The scheme meeting saw 95.21% of voting shareholders in favor, meeting the statutory requirement. The scheme was considered fairly presented, with Smartpay’s directors unanimously supporting the arrangement, offering a significant premium over previous share prices, and no third parties being adversely affected. The independent valuation by Calibre Partners supported the fairness of the proposed price. Justice Lang found the scheme fair and equitable, granting the application and approving the scheme of arrangement.

Orders