Federal Court of Australia

RPMGlobal Holdings Limited, in the matter of RPMGlobal Holdings Limited (No 2) [2026] FCA 44

ORDERS

THE COURT NOTES THAT:

1.    There has been produced to the Court a statement in writing by the Australian Securities and Investments Commission (ASIC) in accordance with s 411(17)(b) of the Corporations Act 2001 (Cth) that ASIC has no objection to the scheme of arrangement between the plaintiff (RPM) and its members which was agreed to by the members at a meeting held on 19 December 2025, the terms of which were set out in Annexure A to the orders of the Court made on 17 November 2025 (Scheme).

THE COURT ORDERS THAT:

1.    Pursuant to s 411(4)(b) of the Corporations Act, the Scheme be and is hereby approved.

2.    Pursuant to s 411(12) of the Corporations Act, RPM be exempted from compliance with s 411(11) of the Corporations Act in respect of the Scheme.

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

REASONS FOR JUDGMENT

NESKOVCIN J:

Introduction

1    At a hearing on 17 November 2025 (the convening hearing), I made orders (the convening orders) requiring the plaintiff, RPMGlobal Holdings Limited (RPM), to convene and hold a meeting of its shareholders (Scheme Meeting) to consider a proposed scheme of arrangement (Scheme). I published reasons for making those orders on 21 November 2025: Re RPMGlobal Holdings Limited [2025] FCA 1434 (RPM No 1).

2    The Scheme Meeting was held on 19 December 2025, and RPM Shareholders voted in favour of the Scheme, with 99.88% of the votes cast in favour of the Scheme, and 96.90% of shareholders present and voting were in favour of the Scheme.

3    The Australian Securities and Investments Commission (ASIC) has provided a letter stating that, under s 411(17)(b) of the Corporations Act 2001 (Cth), it has no objection to the Scheme.

4    At the second court hearing held on 3 February 2026 (approval hearing), RPM sought orders approving the Scheme pursuant to s 411(4)(b) of the Corporations Act. No shareholder or other person appeared at the hearing to object to the Scheme.

5    At the conclusion of the approval hearing, I made the orders sought by RPM. These are my reasons for making those orders. These reasons are to be read with my reasons in RPM No 1, which sets out the details in relation to the Scheme. Capitalised terms in these reasons have the same meaning as in RPM No 1, unless stated otherwise.

The evidence relied on

6    At the approval hearing, RPM relied on the following affidavits:

(a)    an affidavit of Mr James O'Neill, the Group General Counsel and Company Secretary of RPM, made on 29 January 2026 (Second O'Neill Affidavit), in which Mr O’Neill gives evidence in relation to: (i) the dispatch of the Scheme materials pursuant to the convening orders; (ii) the conduct of the Scheme Meeting and the voting results; and (iii) the level of voter turnout at the Scheme Meeting; and

(b)    an affidavit of Mr Derek Pocock which annexed: (i) a letter from ASIC confirming that ASIC has no objection to the Scheme pursuant to s 411(17)(b); and (ii) a conditions precedent certificate confirming that that all conditions precedent to the Scheme (other than Court approval) have been satisfied or waived.

The Scheme

7    As set out in RPM No 1, if the Scheme is approved by the Court, on the date on which the Scheme is implemented (which is anticipated to be 18 February 2026):

(a)    Caterpillar Bid Co will acquire all of the shares in RPM held by shareholders recorded in the RPM register of members as at the Scheme Record Date;

(b)    persons who hold RPM shares on the Scheme Record Date will receive the Scheme Consideration of $5.00 per Scheme Share; and

(c)    RPM will become a wholly-owned subsidiary of Caterpillar Bid Co and apply to be removed from the official list of the ASX.

Relevant principles

8    Section 411(4) of the Corporations Act provides that a scheme of arrangement is binding if, at a meeting of members, it is passed by a majority of members present and voting (in person or by proxy) and by 75% of votes cast, and it is subsequently approved by order of the Court.

9    As O’Bryan J stated Re Selfwealth Limited (No 2) [2025] FCA 416 at [9], in deciding whether to grant approval of a scheme of arrangement, the Court will ordinarily have regard to the following matters:

(a)    that the orders of the Court, and all other applicable requirements of the Corporations Act and the Federal Court (Corporations) Rules 2000 (Cth) (Rules), in relation to the convening and conduct of the scheme meeting and the second court hearing have been complied with;

(b)    that the members at the scheme meeting so convened resolved to pass the scheme resolution with the requisite majorities;

(c)    that there has been full and fair disclosure to members of all information material to the decision whether to vote for or against the scheme;

(d)    that the scheme is fair and reasonable so that an intelligent and honest person who was a member of the relevant class, properly informed and acting alone, might approve it;

(e)    that the plaintiff has brought to the attention of the Court all matters that could be considered relevant to the exercise of the Court’s discretion, and that ASIC has been given the opportunity to draw the Court’s attention to any relevant matter;

(f)    that the conditions precedent to the scheme have been satisfied or waived, save for court approval; and

(g)    that the Court is satisfied under s 411(17) that the scheme has not been proposed to avoid Ch 6 of the Corporations Act, or there is a statement from ASIC that it has no objection to the scheme.

10    Once satisfied that all statutory and procedural requirements have been met, the Court has a discretion to approve a scheme pursuant to s 411(4)(b) of the Corporations Act: see, eg, Re Probiotec Limited (No 2) [2024] FCA 593 at [31] (Button J).

The Scheme Meeting

Dispatch of the Scheme materials

11    On 17 November 2025 an office copy of the convening orders was lodged with ASIC, as required by r 3.5(b) of the Rules. On the same day, a copy of the Scheme Booklet was registered with ASIC.

12    The convening orders required RPM to convene the Scheme Meeting by providing various documents to its shareholders on or before 20 November 2025, the principal document being the Scheme Booklet.

13    The convening orders required that the Scheme Booklet be provided to RPM Shareholders as follows:

(a)    Email Shareholders were required to be sent an email containing a hyperlink to a website from which the Email Shareholder may view and download an electronic copy of the Scheme Booklet and lodge an electronic proxy appointment;

(b)    Hard Copy Shareholders were required to be sent a hard copy of the Scheme Booklet and Proxy Form, as well as a business reply-paid envelope for the return of the completed Proxy Form; and

(c)    No Election Shareholders were required to be sent a hard copy of a notice and access letter which contained a link to access the website referred to in paragraph 13(a) above, Proxy Form and a business reply-paid envelope for the return of the completed Proxy Form.

14    The evidence adduced at the approval hearing demonstrated that the requirement in the convening orders that the Scheme Booklet be provided to RPM Shareholders has been complied with. In particular, a copy of the Scheme Booklet was provided to RPM Shareholders on or before 20 November 2025, either via an email sent to Email Shareholders containing the requisite hyperlink, or by sending a hard copy of the Scheme Booklet and Proxy Form (as well as a reply-paid envelope) to Hard Copy Shareholders, or by sending a hard copy of the access letter and Proxy Form (as well as a reply-paid envelope) to No Election Shareholders.

15    Following dispatch of the email to the Email Shareholders on or by 20 November 2025, RPM (via Computershare, its share registry services provider) received 46 “undeliverable or undelivered receipts”. Although it was not a requirement of the convening orders, on or by 21 November 2025, RPM dispatched the Scheme Booklet to these shareholders using the process prescribed for No Election Shareholders.

16    The Scheme Booklet provided to RPM Shareholders contained some minor amendments and additions to the Scheme Booklet specified in the convening orders, as outlined in the Second O’Neill affidavit. Having regard to the nature of those minor amendments and additions, I accept RPM’s submission that the Scheme Booklet was substantially in the form of the Scheme Booklet specified in the convening orders, and thus in compliance with those orders.

Conduct of the meeting and voting results

17    In accordance with order 1 of the convening orders, the Scheme Meeting was held on 19 December 2025 at the offices of Baker McKenzie at Level 32, 71 Eagle Street, Brisbane, Queensland, and online through Computershare’s online meetings platform, and it commenced at 10.00am (Brisbane time).

18    In accordance with order 5 of the convening orders, Mr Stephen Baldwin was chairperson of the Scheme Meeting.

19    In accordance with order 7 of the convening orders, RPM Shareholders whose names were recorded in the register of members of RPM as at 7.00pm (Sydney Time) on 17 December 2025 were entitled to vote at the Scheme Meeting.

20    In accordance with order 6 of the convening orders, voting at the Scheme Meeting was conducted by way of a poll.

21    In accordance with s 411(4)(a)(ii) of the Corporations Act, the Scheme resolution was passed by a majority in number of members present and voting (either in person or by proxy) at the Scheme Meeting, and by 75% of the votes cast on the Scheme resolution. Specifically, the evidence establishes that the Scheme resolution was passed by 99.88% of the votes cast and by 96.90% of RPM Shareholders present and voting.

22    The number of shares voted at the Scheme Meeting as a percentage of RPM’s total issued share capital eligible to vote was 56.94%, and the number of shareholders who voted as a percentage of the total number of shareholders eligible to vote was 10.90%.

23    RPM adduced evidence regarding the level of voter turnout at the Scheme Meeting compared to RPM’s 2025 and 2024 Annual General Meetings (AGM). RPM submitted that the level of voter turnout at the Scheme Meeting ought not be considered “low” having regard to the 2025 AGM voter turnout of 4.23% of voters, representing 54.818% of the total number of shares eligible to be voted, and the 2024 AGM, of 3.13% of voters representing 52.56% of the total number of shares eligible to be voted at the 2024 AGM.

24    RPM submitted that the level of voter turnout does not give rise to any concern that shareholders were deterred from attending or did not have notice of the Scheme Meeting. The following matters considered relevant to the issue of low voter turnout, as identified by Beach J in Re Amcor Limited (No 2) [2019] FCA 842 at [19], are apposite to the present circumstances:

(a)    there is nothing to suggest any irregularity in dispatch of material to the shareholders;

(b)    shareholders were provided with notice of the Scheme Meeting;

(c)    there is no evidence of any issue that would have deterred shareholders from voting at or from attending the Scheme Meeting, and RPM has not received any complaint from any shareholder that they did not receive notice of the meeting; and

(d)    those shareholders who did vote, voted overwhelmingly in favour of the Scheme.

Advertisement of the approval hearing

25    Orders 11 and 12 of the convening orders required RPM to publish an announcement via the ASX Market Announcements Platform, setting out the details for the second court hearing and the process for any person wishing to appear at that hearing to oppose the approval of the Scheme (SCH ASX Announcement), at least 5 days before the second court hearing.

26    On 27 January 2026, the SCH ASX Announcement was published in compliance with order 11 in the timeframe required by order 12 of the convening orders.

27    RPM gave evidence that it had not received any notice from any person indicating an intention to oppose the approval of the Scheme or indicating an intention to appear at the approval hearing.

28    No person appeared at the approval hearing to object to the Scheme.

Satisfaction of conditions precedent

29    Before approving a scheme, the Court will ordinarily require that all conditions precedent to the scheme (other than the Court’s approval of the scheme and the scheme coming into effect) have been satisfied or waived.

30    On 3 February 2026, RPM and Caterpillar executed a certificate certifying (in respect of matters within their respective knowledge) that each of the conditions precedent had been satisfied.

Full and fair disclosure to members

31    On the basis of the evidence adduced at the convening hearing, I was satisfied that the Scheme Booklet met the disclosure obligations imposed by s 412 of the Corporations Act and that appropriate verification processes had been implemented to ensure the accuracy of the statements made in the Scheme Booklet. On the basis of this evidence, I am satisfied that there has been full and fair disclosure to members of all material information.

Whether the Scheme is fair and reasonable

32    As already mentioned, once satisfied that the statutory and procedural requirements have been satisfied, the Court has a discretion to approve a scheme pursuant to s 411(4)(b). Before approving a scheme, the Court must consider “whether the [s]cheme is sufficiently fair and reasonable such that an intelligent and honest shareholder properly informed and acting alone might approve it”: Re Amcor at [7] (Beach J).

33    It is well accepted that, as Markovic J put it in Re APN Outdoor Group Ltd (No 2) [2018] FCA 1633 at [4], “members are better judges of what is in their own commercial interests than the Court”. Where there is no opposition to the order for approval, the commercial judgment of the Scheme Shareholders is particularly relevant: see, eg, Re Amcor at [28] (Beach J) and Re Australia and New Zealand Banking Group Ltd (No 2) [2022] FCA 1547 at [37(d)] (O’Bryan J).

34    Where a scheme is proposed and attracts the requisite statutory majorities, that stands as evidence of a scheme’s apparent fairness and reasonableness: Re Amcor at [11] (Beach J); Re Clemenger Group Ltd (No 2) [2023] FCA 974 at [22]–[23] (Button J).

35    While, as mentioned above, shareholder participation in the Scheme Meeting was limited, I do not consider that this suggests the Scheme ought not be approved. As also mentioned, the level of participation was similar (and higher) than the participation rate at RPM’s recent AGMs. To the extent that RPM’s shareholders include a large number of shareholders with relatively modest shareholdings, I infer that those shareholders, having been notified, chose not to participate and vote their shares, but their failure to participate does not suggest that the Scheme is not fair and reasonable, or that they are hostile to the Scheme (as distinct from being indifferent or apathetic). Low voter turnout is not, without more, reason to refuse to exercise the discretion to approve a scheme: see, eg, Re Surf Lakes Holdings Ltd (No 2) [2023] FCA 1601 at [17] (O’Callaghan J), referring to Re Matine Ltd (1998) 28 ACSR 268 at 295 (Santow J) and Re Amcor at [18]–[20].

36    RPM submitted that the Court can be satisfied that the Scheme is fair and reasonable in the sense that an intelligent and honest shareholder, properly informed and acting alone, might agree to the Scheme, for the following reasons:

(a)    that the Scheme received the overwhelming support of the RPM Shareholders as reflected in the voting results of the Scheme Meeting;

(b)    that all RPM directors recommended that RPM Shareholders vote in favour of the Scheme, for the reasons given in the Scheme Booklet, and the fact that each RPM director stated their intention to vote the RPM shares held or controlled by them in favour of the Scheme;

(c)    that the independent expert formed the opinion that the Scheme is fair and reasonable and therefore in the best interests of RPM Shareholders;

(d)    that the Scheme Booklet set out a detailed description of the Scheme, including its potential benefits and disadvantages;

(e)    that there was no application to oppose the orders approving the Scheme, and no evidence suggesting any oppression in the conduct of the Scheme Meeting; and

(f)    that there are measures in the Scheme to protect shareholders against performance risk.

37    I accept that submission.

Whether all necessary matters have been brought to the attention of the Court

38    There is no indication that there are any additional matters relevant to the exercise of the Court’s discretion that ought to have been, but were not, brought to the attention of the Court by RPM.

Section 411(17)

39    Section 411(17) of the Corporations Act provides that the Court must not approve a compromise or arrangement unless:

(a)    it is satisfied that the compromise or arrangement has not been proposed for the purpose of enabling any person to avoid the operation of any of the provisions of Ch 6; or

(b)    there is produced to the Court a statement in writing by ASIC to the effect that ASIC has no objection to the compromise or arrangement,

but the Court need not approve a compromise or arrangement merely because a statement by ASIC that it has no objection to the compromise or arrangement has been produced to the Court as mentioned in s 411(17)(b).

40    A “no objection statement”, dated 2 February 2026, has been provided by ASIC, satisfying the requirement of s 411(17)(b). Accordingly, the pre-requisite in s 411(17) is satisfied and the Court is not aware of any reason why the Scheme should not be approved.

Exemption from s 411(11)

41    RPM sought an order under s 411(12) exempting it from compliance with s 411(11) of the Corporations Act in relation to the Scheme. Section 411(11) provides:

Subject to subsection (12), a copy of every order of the Court made for the purposes of paragraph (4)(b) must be annexed to every copy of the constitution of the body issued after the order has been made.

42    As RPM submitted, the purpose of s 411(11) is to ensure that any modification of the rights of shareholders that may affect interests of persons dealing with the company, such as prospective creditors or purchasers of shares, will have the opportunity of seeing what the exact rights of shareholders in the company, or its creditors, are, as modified by the scheme: Re Equinox Resources Ltd (2004) 49 ACSR 692; [2004] WASC 143 at [22] (EM Heenan J), cited with approval in a number of cases including Re Amcor at [40]; Re iSelect Ltd (No 2) (2022) 166 ACSR 41; [2022] FCA 1528 at [52]–[53] (Anderson J); Re Clemenger Group at [31] and Re Costa Group Holdings Ltd [2024] FCA 59 at [33] (O’Callaghan J).

43    RPM submitted, and I accept, that exemption from compliance with s 411(11) is appropriate in the present circumstances given that:

(a)    the Scheme will not alter the Constitution of RPM or the rights of RPM’s members, creditors or other persons dealing with the company; and

(b)    no ongoing purpose will be served by requiring the orders approving the Scheme to be annexed to RPM’s Constitution in circumstances where RPM will become a wholly-owned subsidiary of Caterpillar Bid Co following implementation of the Scheme.

Disposition

44    For the foregoing reasons, I was satisfied that the Court should exercise its discretion in favour of approving the Scheme pursuant to s 411(4)(b) and that RPM should be exempted from compliance with s 411(11) pursuant to s 411(12) of the Corporations Act.

Associate:

Dated: 4 February 2026