Federal Court of Australia

Platinum Capital Limited, in the matter of Platinum Capital Limited (No 2) [2025] FCA 925

ORDERS

THE COURT ORDERS THAT:

1.    The scheme meeting convened by the plaintiff pursuant to order 1 of the orders made on 7 July 2025 not be held.

2.    Orders 4 to 10 of the orders made on 7 July 2025 be vacated.

3.    The hearing set down for 15 August 2025 be vacated.

4.    The proceeding otherwise be dismissed.

5.    These orders be entered forthwith.

Note:    Entry of orders is dealt with in Rule 39.32 of the Federal Court Rules 2011.

REASONS FOR JUDGMENT

Delivered ex tempore, revised from transcript

CHEESEMAN J:

1    These reasons concern an application by the plaintiff, Platinum Capital Limited (PC), pursuant to s 1319 of the Corporations Act 2001 (Cth) to cancel a scheme meeting convened pursuant s 411(1) of the Act.

2    On 7 July 2025, I made orders convening a meeting of PC’s shareholders (PC Scheme Meeting) for the purpose of considering, and, if thought fit, approving a scheme of arrangement proposed to be made between Platinum Capital and its shareholders (the PC Scheme) and ancillary orders. The PC Scheme Meeting was to be held at 12.00pm on 12 August 2025: Platinum Capital Limited, in the matter of Platinum Capital Limited [2025] FCA 745. In these reasons, I assume familiarity with these earlier reasons and will use the terms defined therein.

3    PC now seeks an order that the PC Scheme Meeting not be held and that the relevant orders made in relation to the holding of the meeting be vacated. In support of the proposed orders, PC relies on the affidavit of Ms Saxon Naulls-Johnstone affirmed on 7 August 2025 and brief written submissions. PC has concluded that there would be no utility in holding the PC Scheme Meeting because due to the opposition of the substantial shareholder, L1 Capital, the PC Scheme resolution is unlikely to be passed by the requisite majorities. For this same reason, the parties to the PC Scheme Implementation Deed (see Platinum Capital at [5]) executed a deed terminating the PC Scheme Implementation Deed on 5 August 2025.

4    On 5 August 2025, PC released an ASX announcement which addressed these matters and stated that the board had formed the view, having regard to anticipated voter turnout and L1 Capital and its associates’ notified intention to vote their approximate 17% holding against the PC Scheme, that the PC Scheme would not receive sufficient support to meet the 75% approval threshold and that it was in the best interests of shareholders to withdraw the PC Scheme. PC confirmed in its announcement that the general meeting scheduled for 1.30pm on 12 August 2025, which is separate to the PC Scheme Meeting, will proceed. The general meeting is, amongst other things, to address a proposed on-market buy back (see Platinum Capital at [12]).

5    PIM, in its personal capacity and in its capacity as responsible entity of the PI Fund, released an ASX announcement on 5 August 2025 advising that the PC Scheme Implementation Deed had been terminated. This announcement was cross-released against PC’s ASX ticker and is available to be viewed in the same way as an ASX announcement released by PC.

6    ASIC has been notified of this application. ASIC has no objections to the proposed orders and did not seek to appear at the hearing. An email chain confirming ASIC’s position in relation to this application is Exhibit 1 on this application

7    The Court has power under s 1319 of the Act to cancel a scheme meeting convened under s 411(1) of the Act where there would be no utility in the scheme meeting being held: Sirtex Medical Limited, in the matter of Sirtex Medical Limited [2018] FCA 1048 at [7] (Farrell J); Sundance Resources Limited, in the matter of Sundance Resources Limited (No 2) [2013] FCA 481 (McKerracher J); Amcom Telecommunications Limited, in the matter of Amcom Telecommunications Limited (No 3) [2015] FCA 596 (McKerracher J); and Re Australian Gas Light Company [2006] FCA 346 (Emmett J).

8    Given that the PC Scheme Implementation Deed has been terminated and the PC Scheme Implementation Deed remaining in force was a condition precedent to the PC Scheme becoming Effective (cl 3.1(b) of the PC Scheme, as set out in Annexure B to the PC Scheme Booklet), I am satisfied that to hold the PC Scheme Meeting would have no utility. It is appropriate that the PC Scheme Meeting not be held. I will make orders accordingly.

Associate:

Dated:    8 August 2025