Background
Grant Thornton Australia Ltd (GTAL), an unlisted public company conducting accounting and professional-services businesses, proposed a scheme of arrangement under which Turbo Fast Track Buyer Pty Ltd would acquire its shares. The consideration was generally a mix of cash and limited partnership interests in Turbo Parent Partnership LP, allocated under principles set out in the scheme implementation deed.
Most scheme shares were held by GTAL’s existing principals or their nominees. At the scheme meeting on 3 August 2026, shareholders approved the proposal by 99.9% of shares voted and 99.4% of shareholders voting. No shareholder opposed approval at the second Court hearing.
The Court’s Holding
Black J approved the scheme under s 411 of the Corporations Act 2001 (Cth). GTAL had complied with the convening orders, the statutory voting majorities were met, ASIC did not object, and the relevant conditions precedent had been satisfied or waived.
The Court held that differences in the cash-and-scrip allocations did not require separate shareholder classes because all shareholders had the same right to consideration determined under common allocation principles. The Court also treated the substitution of GTAL’s chief executive as meeting chair, contrary to the convening order, as a procedural irregularity causing no substantial injustice and therefore not invalidating the meeting.
The Court found the scheme fair and reasonable, supported by full and fair disclosure, and appropriate for approval. It also recorded that conditions for reliance on the US Securities Act s 3(a)(10) exemption were satisfied and exempted GTAL from annexing the approval orders to future copies of its constitution.
Key Takeaways
- Common allocation principles can permit one shareholder class even where individual scheme consideration differs.
- An immaterial procedural departure at a scheme meeting may be cured under s 1322 where it causes no substantial injustice.
- Overwhelming shareholder approval and ASIC’s no-objection letter supported the Court’s discretionary approval.
Why It Matters
The decision illustrates the Court’s approach at a second scheme hearing: it checks procedural compliance, voting, disclosure, fairness and any matters bearing on discretion, while giving substantial weight to informed shareholder approval.
It also confirms that differential consideration does not necessarily create class-rights issues where shareholders receive consideration through the same allocation framework and can consult together in their common interest.