FEDERAL COURT OF AUSTRALIA

Reliance Worldwide Corporation Limited, in the matter of Reliance Worldwide Corporation Limited [2026] FCA 1702

ORDERS

OTHER MATTERS:

A.    The Court notes that the Australian Securities and Investments Commission (ASIC) was provided with at least 14 days’ notice of the hearing of this application.

B.    The Court is satisfied that ASIC has had a reasonable opportunity to:

(a)    examine the terms of the proposed scheme of arrangement to which the application relates (Scheme) and a draft explanatory statement relating to that Scheme; and

(b)    make submissions to the Court in relation to the Scheme and the draft explanatory statement.

C.    The Court notes the letter from ASIC to the directors of the plaintiff (Reliance) dated 29 October 2026 produced at the hearing.

THE COURT ORDERS THAT:

1.    Pursuant to subsection 411(1) and section 1319 of the Corporations Act 2001 (Cth), Reliance convene and hold a meeting (Scheme Meeting) of the registered holders of fully paid ordinary shares in Reliance (Reliance Shareholders):

(a)    for the purpose of considering and, if thought fit, agreeing (with or without modification) to the proposed Scheme between Reliance and its members, the terms of which are set out in Annexure A to these orders; and

(b)    to be held on 4 December 2026 commencing at 10.00am (Melbourne time) at the offices of Herbert Smith Freehills Kramer, Level 24, 80 Collins Street, Melbourne, Victoria.

2.    Pursuant to subsection 411(1) and section 1319 of the Act, the Scheme Meeting be convened by sending on or before 4 November 2026 to each Reliance Shareholder:

(a)    in the case of Reliance Shareholders who have elected to receive shareholder communications electronically (Email Shareholders), an email substantially in the form of Annexure DMN-5 to the affidavit of David Maurice Neufeld affirmed on 28 October 2026 (Neufeld Affidavit), which includes access by an embedded link to an online portal or website where Email Shareholders may:

(i)    view and download an electronic copy of a document substantially in the form which appears as Annexure DMN-3 to the Neufeld Affidavit (which annexes a copy of the Independent Expert’s Report, the proposed Scheme, the Deed Poll and the Notice of Scheme Meeting) (Scheme Booklet); and

(ii)    lodge online an electronic proxy appointment;

(b)    in the case of Reliance Shareholders who have elected to receive shareholder communications in hard copy (Electing Postal Shareholders), the following documents in hard copy:

(i)    the Scheme Booklet;

(ii)    a personalised proxy form; and

(iii)    a reply-paid envelope for the return of the proxy form; and

(c)    in the case of Reliance Shareholders who are neither Email Shareholders nor Electing Postal Shareholders (Non Electing Postal Shareholders), the following documents in hard copy:

(i)    a letter substantially in the form of Annexure DMN-6 to the Neufeld Affidavit, which contains the URL addresses of the same online portal or website referred to in paragraph 2(a) of these orders from which the shareholder may view and download an electronic copy of the Scheme Booklet and lodge a proxy online;

(ii)    a personalised proxy form; and

(iii)    a reply-paid envelope for the return of the proxy form.

3.    The documents referred to in paragraphs 2(b) and 2(c) of these orders be sent:

(a)    in the case of Reliance Shareholders whose registered address is within Australia, by prepaid ordinary post addressed to the relevant shareholder’s address recorded in Reliance’s share register; and

(b)    in the case of Reliance Shareholders whose registered address is outside Australia, by prepaid airmail or international courier addressed to the relevant shareholder’s address recorded in Reliance’s share register.

4.    Each Reliance Shareholder who is registered on the Reliance share register at 7.00pm (Melbourne time) on 2 December 2026 is entitled to attend and vote at the Scheme Meeting.

5.    A proxy in respect of the Scheme Meeting will be valid and effective if, and only if, it is lodged in accordance with the instructions on the proxy form or the online portal or website referred to in paragraph 2(a) or 2(c) of these orders and received by Reliance by 10.00am (Melbourne time) on 2 December 2026.

6.    Russell Chenu or, failing him, Brad Soller, be chairperson of the Scheme Meeting.

7.    Voting on the resolution to agree to the Scheme is to be conducted by way of a poll.

8.    Subject to these orders, the chairperson of the Scheme Meeting shall have the power to adjourn the Scheme Meeting to such time, date and place as he considers appropriate, and Reliance shall have the power to postpone the Scheme Meeting to such time, date and place as it considers appropriate, and in that event, notwithstanding any other part of these orders:

(a)    only Reliance Shareholders whose names are recorded in the register of members of Reliance at 7.00pm (Melbourne time) on the date that is two calendar days before the date of the postponed or adjourned meeting will be eligible to vote at the Scheme Meeting;

(b)    a proxy will be valid if, and only if, it is lodged in accordance with paragraph 5 of these orders at least 48 hours before the time scheduled for the commencement of the adjourned or postponed meeting; and

(c)    a reference in these orders to the Scheme Meeting is taken to include a reference to the adjourned or postponed meeting.

9.    Pursuant to r 1.3 of the Federal Court (Corporations) Rules 2000 (Cth), compliance with rr 2.4(1), 2.15, 3.4 and Form 6 is dispensed with.

10.    By the date that is five business days before the second Court hearing referred to below in paragraph 11, Reliance is to publish an announcement via the ASX Market Announcements Platform substantially in the form of Annexure DMN-10 to the Neufeld Affidavit, which sets out the details of the second Court hearing and the process for any person wishing to appear at that hearing to oppose the approval of the Scheme.

11.    The further hearing of the Originating Process is adjourned to the Honourable Justice Beach at 10.15am (Melbourne time) on 7 December 2026 (or as soon thereafter as the business of the Court allows) for the hearing of any application to approve the Scheme.

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

Annexure A

Scheme of Arrangement

[The order entered is available on the Commonwealth Courts Portal, which attaches the Scheme]

REASONS FOR JUDGMENT

BEACH J:

1    Reliance Worldwide Corporation Limited applies for orders under s 411(1) of the Corporations Act 2001 (Cth) to convene a meeting of its members to consider a proposed scheme of arrangement. The scheme provides for the acquisition of all of the shares in Reliance by Aurora Aus Bidco Pty Ltd (Brookfield Bidco). The scheme cash consideration is approximately US$2.571 billion.

2    The scheme is a conventional share acquisition scheme with an all cash consideration. The terms of the scheme and the scheme implementation deed (SID) follow conventional practice for a transaction of this nature.

3    Reliance is an ASX-listed Australian public company. It manufactures plumbing and heating products and solutions, and operates in the Americas, Asia Pacific and Europe.

4    Brookfield Bidco is a special purpose vehicle that was incorporated for the purpose of acquiring all of the Reliance shares under the scheme. It is an indirect subsidiary of Brookfield Corporation, a global investment firm incorporated in Ontario, Canada and listed on the New York Stock Exchange and the Toronto Stock Exchange (TSX).

5    If the scheme becomes effective, Brookfield Bidco will acquire all of the Reliance shares on issue at the scheme record date, and the holders of the scheme shares will receive US$3.38 in cash for each scheme share. In addition, if the implementation date does not occur by 31 March 2027, scheme shareholders will receive an additional 0.0263 US cents in cash per day for each day that has elapsed from 1 April 2027 to the implementation date; this has been described in the material before me as a ticking fee. These two amounts comprise the scheme consideration.

6    Now whilst the scheme consideration is denominated in US dollars, it is payable in Australian dollars unless a scheme shareholder makes an election to receive payment in US dollars.

7    The parties’ obligations in respect of the scheme are set out in the SID dated 16 September 2026 between Reliance, Brookfield Bidco and Amity Aurora US Bidco LLC (Brookfield US Bidco). All of the shares in Brookfield Bidco are held by Aurora Aus Newco Pty. Ltd (Newco), and all of the shares in Newco are held by Brookfield US Bidco. Brookfield US Bidco is a limited liability company registered in Delaware, United States. Brookfield US Bidco and Brookfield Bidco are parties to the debt commitment letter which I will discuss later. Amity Aurora Topco LLC (Topco) indirectly holds all of the shares in Brookfield Bidco. Brookfield Corporation through one of its funds controls Topco.

8    The directors of Reliance have unanimously recommended that Reliance shareholders vote in favour of the scheme, and each director of Reliance intends to vote or cause to be voted all Reliance shares held or controlled by them in favour of the scheme. The directors of Reliance collectively hold approximately 0.25% of the total number of Reliance shares on issue.

9    Further, Mr Heath Sharp, the chief executive officer and managing director of Reliance, holds certain Reliance equity incentives comprised of 4,000,000 options and 3,878,828 long–term incentive rights. No other director holds any Reliance equity incentives. In addition, Mr Sharp is eligible for cash payments of approximately US$1,265,000 under Reliance’s short–term incentive plan on or immediately prior to the implementation of the scheme. No other director is entitled to any payment or benefit in relation to the scheme.

10    Further, Grant Thornton Corporate Finance Pty Ltd has prepared an independent expert’s report (IER) in relation to the scheme. The independent expert has assessed the value of a Reliance share at between US$3.12 and US$3.45 per share. As the scheme consideration of US$3.38 per share is within this range, the independent expert has expressed the opinion that the scheme is fair and reasonable and in the best interests of Reliance shareholders, in the absence of a superior proposal.

11    Reliance has prepared a scheme booklet which sets out a detailed description of the scheme and its advantages and disadvantages, and annexes a copy of the IER, the scheme, the deed poll and the notice of scheme meeting. The scheme booklet incorporates the explanatory statement required by ss 411(2)(b)(i) and 412(1).

The scheme

12    Now on implementation, the scheme operates as follows.

13    First, by no later than the business day before the implementation date, Brookfield Bidco must deposit or procure the deposit of the aggregate scheme consideration in USD into a USD trust account and, if a USD account has been nominated by Reliance to facilitate conversion to AUD, into that account (cl 5.2(a) of the scheme).

14    Second, on the implementation date, Reliance must pay from the relevant trust accounts to each scheme shareholder the scheme consideration attributable to that scheme shareholder in AUD or, if a scheme shareholder has made a valid currency election, in USD (cl 5.2(b) and (d) of the scheme).

15    Third, on the implementation date, subject to the provision of the scheme consideration, all of the scheme shares will be transferred to Brookfield Bidco (cl 4.2 of the scheme).

16    The conditions precedent to the scheme are set out in cl 3.1 of the SID and summarised in the scheme booklet. They are conventional for a transaction of this kind, and include the approval of Reliance shareholders, approval of the Foreign Investment Review Board, approval of the Australian Competition and Consumer Commission, clearance under the United States Hart-Scott-Rodino Act, and regulatory approvals in Germany and Ukraine. The ACCC, Hart-Scott-Rodino Act and Germany regulatory approval conditions have been satisfied. I have been informed that the outcome of the outstanding approval applications will be known prior to the second court hearing. It is also a condition precedent that Reliance has taken all necessary steps to ensure that all Reliance equity incentives have vested or lapsed.

17    Now as I have indicated, each scheme shareholder will receive the scheme consideration for each scheme share held being US$3.38 in cash plus the ticking fee if applicable. The scheme consideration is denominated in USD but will be paid in AUD unless a valid currency election is made to receive the scheme consideration in USD. The scheme consideration being denominated in USD aligns with Reliance’s reporting currency, cash flows and declared dividends.

18    The scheme requires Brookfield Bidco to pay the aggregate amount of the scheme consideration in USD into two USD denominated accounts by the business day before the implementation date. One account will be a trust account used to pay scheme shareholders who elect to receive the scheme consideration in USD. The other account will be an account to facilitate the conversion of the scheme consideration into AUD for those scheme shareholders who have not elected to receive the scheme consideration in USD. All scheme shareholders will then be paid their scheme consideration on the implementation date in accordance with the scheme. The amount of the AUD denominated cash consideration paid to scheme shareholders will be impacted by the prevailing AUD/USD exchange rate used for the conversion prior to implementation.

Relevant principles

19    The principles that apply upon an application to convene a scheme meeting are well-known and have been referred to in a number of decisions in this Court including by me; see Re AWA Mutual Limited [2023] FCA 1551 at [53] to [55]; Re Security Matters Limited [2023] FCA 19 at [52] to [53]; Re Cellnet Group Limited [2023] FCA 767 at [22] to [23]; Re Amcor Ltd [2019] FCA 346 at [45] et seq; Re Healthscope Limited (2019) 139 ACSR 608; [2019] FCA 542 at [43] et seq; Re 5G Networks Limited [2021] FCA 1189 at [22] to [25]; Re Citadel Group Limited (2020) 148 ACSR 598; [2020] FCA 1580 at [24] to [27]; and Re DWS Limited (2020) 148 ACSR 616; [2020] FCA 1590 at [14] to [17].

20    My task at the first court hearing is to assess, first, whether the statutory prerequisites to the making of orders convening a meeting have been met and, second, whether it is appropriate for me to exercise my discretion in favour of making those orders. I should say now as to the first aspect that I am satisfied that the relevant statutory prerequisites have been met.

21    As to the relevant discretionary considerations, they involve two main questions being, first, whether the scheme is fit for consideration by the members and, second, whether the members are to be properly informed as to the nature of the scheme.

22    Now in addressing whether the scheme is fit for consideration by the members, it is necessary to scrutinise the terms of the scheme to ensure that there is no unfairness that would be likely to preclude approval of the scheme. In my view the terms of the scheme do not raise any such issue of unfairness.

23    Further, Reliance has raised the following particular matters for my consideration being: (a) performance risk and funding; (b) other matters concerning the scheme consideration; (c) Reliance equity incentives and short–term incentive plan; (d) director interests; and (e) break fee, go-shop and exclusivity. I only propose to address in detail the first two aspects. The third aspect does not give rise to the need to constitute separate classes. The fourth aspect does not give rise to any concern and there is full disclosure in the scheme booklet. Finally, the aspects concerning the break fee and exclusivity provisions in the SID are relatively standard. But let me linger for a moment on what has been described as the “go-shop” provision. The SID contains a go-shop provision which permitted Reliance and its advisers for a period from the signing of the SID on 16 September 2026 until 16 October 2026, to solicit alternative proposals from other parties, including providing due diligence information and negotiating the terms of any proposal. But no proposal was received during the go-shop period, and on 19 October 2026 Reliance made an ASX announcement confirming this. Now such a provision is not standard in the sense that one usually only comes across a “no-shop” provision rather than a “go-shop” provision. Here we have both, but that is obviously of no concern as it was in favour of Reliance. Let me turn to the question of performance risk and funding.

Performance risk and funding

24    Although the scheme provides for Brookfield Bidco to provide or procure the provision of the scheme consideration, Brookfield Bidco is not a party to the scheme, and is not directly bound by it. As such, it is necessary to ensure that Brookfield Bidco is bound to perform the actions attributed to it under the scheme, and that its obligations are able to be enforced.

25    The scheme effectively eliminates any performance risk by adopting the following accepted safeguards.

26    First, the terms of the scheme provide that the transfer of the scheme shares to Brookfield Bidco is subject to the scheme consideration having first been provided to scheme shareholders in accordance with the scheme (cl 4.2 of the scheme). This effectively eliminates any performance risk in so far as the transfer of the scheme shares is concerned.

27    Second, the SID requires Brookfield Bidco and Brookfield US Bidco to execute a deed poll in favour of scheme shareholders, under which Brookfield Bidco undertakes in favour of each scheme shareholder to deposit, or procure the deposit of, the aggregate scheme consideration into USD denominated trust accounts operated by Reliance as trustee for the scheme shareholders by no later than the business day before the implementation date, and each of Brookfield Bidco and Brookfield US Bidco covenant to undertake all other actions attributed to it under the scheme and the SID. The deed poll has now been executed.

28    Now a number of cases have noted that issues may arise where the party required to provide the scheme consideration is a special purpose vehicle that does not have the capacity to perform its obligations under the deed poll without financial support from a holding company and funding from third party lenders, where that funding is conditional at the time of the first court hearing; see for example Re Legend Corporation Limited [2019] FCA 1249. As Brookfield Bidco is a special purpose vehicle with no trading history, it is appropriate to address the funding arrangements.

29    Based on the number of Reliance shares and incentives on issue as at 26 October 2026, the maximum amount of cash payable to scheme shareholders under the scheme will be approximately US$2.571 billion. The funding arrangements are set out in detail in the scheme booklet and provide for a combination of equity and debt funding.

30    Brookfield Bidco and Reliance have entered into a legally binding equity commitment letter with Brookfield Capital Partners Fund VII L.P. (the Brookfield Fund), being a global investment fund which is controlled by Brookfield Corporation. Under the equity commitment letter, the Brookfield Fund has committed to purchasing or causing the purchase of equity securities in Topco, which as I have said indirectly holds all of the shares in Brookfield Bidco, for an amount of up to US$1.461 billion in cash and causing Topco to contribute and cause to be contributed the equity commitment to Brookfield Bidco by way of capital contributions in immediately available funds at least one business day prior to the implementation date. The equity commitment is subject to the condition of the scheme becoming effective or, with respect to funding the payment of the reverse break fee, the reverse break fee becoming payable by Brookfield Bidco under the SID, but is otherwise unconditional. Reliance may directly enforce the terms of the equity commitment letter.

31    Further, Brookfield Bidco and Brookfield US Bidco have entered into a debt commitment letter under which a number of financial institutions and other entities being arrangers have agreed to provide certain secured debt facilities in an aggregate amount of no less than approximately US$1.35 billion to Brookfield US Bidco. Brookfield US Bidco is to make available the proceeds of borrowings under the debt facilities to Brookfield Bidco to fulfil its obligation to pay the scheme consideration under the scheme. The availability of the debt facilities is subject to the satisfaction or waiver of certain customary conditions precedent.

32    Now Brookfield Bidco expects that by the time of the second court hearing the debt commitment letter will have been superseded by a definitive long form facility agreement and related definitive financing documentation to be executed among the parties to the debt commitment letter, and the conditions precedent to the debt facilities will be satisfied other than certain procedural conditions which are intended to be satisfied concurrently with or prior to the initial drawdown under the debt facilities or prior to the implementation date.

33    So in summary, the total equity and debt funding available to Brookfield Bidco will be no less than approximately US$2.811 billion. Accordingly, it is expected that the proceeds available to Brookfield Bidco on implementation of the scheme will exceed the amount required to pay the maximum scheme cash consideration.

34    Further, in terms of the relevant contractual obligations undertaken by Brookfield Bidco and Brookfield US Bidco to Reliance and the scheme shareholders, pursuant to clause 7.4 of the SID, Brookfield Bidco and, as applicable, Brookfield US Bidco, must enforce their rights under the equity commitment letter and the debt commitment letter to obtain the proceeds of the relevant financing. Further, pursuant to the deed poll, Brookfield Bidco undertakes in favour of each scheme shareholder to deposit, or procure the deposit of, the aggregate scheme consideration into the relevant trust accounts by no later than the business day before the implementation date, and each of Brookfield Bidco and Brookfield US Bidco covenant to undertake all other actions attributed to them under the scheme and the SID.

35    Now issues may arise where the party to the deed poll is a special purpose vehicle which does not have the capacity to independently perform its obligations under that deed poll. But the absence of certainty that the transaction will complete is not a reason to refrain from ordering a scheme meeting, particularly where the terms of the scheme mean that shareholders are unlikely to need to rely on any of the covenants in the deed poll because the scheme consideration must be provided first before any scheme shares are transferred. See for example Re OZ Minerals Limited [2023] FCA 197 at [39], [45] and [47]; Re Capitol Health Limited [2024] FCA 1120 at [57]; Re Rex Minerals Ltd [2024] FCA 1051 at [52]; and Re Kidman Resources Limited (2019) 375 ALR 760 at [45].

36    And it is also to be noted that any concerns about conditionality are better addressed at the second court hearing, when the position will usually be clearer, particularly as regards third party debt funding obligations; see Re Insignia Financial Ltd [2026] FCA 160 at [43].

37    Further and in any event, issues about funding do not arise in the same way where, as here, although the bidder is a special purpose vehicle, it has the benefit of a binding equity commitment letter which is subject to the scheme becoming effective, and a binding debt commitment letter which is subject to conditions precedent customary for facilities of this kind. So in Re Origin Energy Ltd [2023] NSWSC 1246, the bidder was a special purpose vehicle with the benefit of equity commitments from another entity which were subject only to the scheme becoming effective, and debt commitments subject only to customary conditions precedent for syndicated debt facilities. Black J held that these matters did not give rise to any reason not to convene the scheme meeting, although observing that it would have been preferable if more direct evidence had been given of the funding commitments. In the present case, direct evidence of the funding arrangements has been given.

38    Now in Re Planet Innovation Holdings Ltd [2026] FCA 1194 I observed as follows (at [93]):

Now the structure of a given scheme transaction, including the proposed parties to the SID and deed poll, reflects the negotiations that have taken place between the target and the acquirer and the assessment by the board of the target as to both the terms and structure of the proposed transaction in the relevant commercial context. Whilst in some transactions the parent company of the acquirer may also be a party to the SID and the deed poll that structure may not always be available or possible in a given scheme transaction. Ultimately the question on the matter of completion risk is whether the proposed funding arrangements provide a suitable commercial basis for the scheme to be considered by shareholders.

39    In Re Planet Innovation, the special purpose vehicle which was required to provide the scheme consideration (Meiban) was the only party to the deed poll. Its funding arrangements comprised: (a) cash via an intra-group loan of approximately $62 million; (b) a support deed poll from its immediate holding company, Meiban Corp Holdings, for not less than $33 million, which was not expressed to be irrevocable and was not enforceable by Planet Innovation; and (c) an acquisition facility entered into by Meiban Corp Holdings, of which approximately $24 million was expected to be drawn, subject to conditions precedent. Meiban Corp Holdings was not a party to the deed poll.

40    I held that these arrangements provided a suitable commercial basis for the scheme to be considered by shareholders, taking into account that the cash reserves represented over half of the aggregate scheme consideration, that Meiban’s right to receive payments under the support deed poll was not subject to any conditions, that the acquisition facility was available on certain funds terms subject to conditions expected to be satisfied, that Meiban was not aware of any reason why it would not be available, that the funds available exceeded the maximum aggregate scheme consideration, and certain commercial considerations.

41    As to the conditionality of debt funding, I adopted the approach of Neskovcin J in Re Insignia, where the acquirer was a special purpose vehicle established by a foreign private investment firm, and the funding involved legally binding equity commitment letters and a legally binding multi-handed debt commitment letter with several international banks and finance parties, each subject to conditions. Her Honour held that the conditional nature of the funding arrangements should not lead the court to decline to convene the scheme meeting at the first court hearing, and that concerns about conditionality are better addressed at the second court hearing, when the position should be clearer, particularly as regards third party debt funding obligations.

42    Finally, I should refer to Re SDI Limited [2026] NSWSC 662, which is an outlier where the particular funding structure led Black J to require some additional support. The acquirer (Bidder Sub) was a special purpose vehicle and a direct wholly-owned subsidiary of an intermediate company (Midco), which was in turn an indirect wholly-owned subsidiary of Beijing Guoci Kebo Technology Co Ltd (Beijing Guoci). The maximum scheme consideration payable by Bidder Sub was approximately $166.4 million. The funding comprised an equity commitment letter from the ultimate parent, Sinocera, for an equity contribution of approximately $66.6 million, and a binding debt commitment letter under which a Chinese bank agreed to provide approximately $123.4 million to Midco, to be made available to Beijing Guoci for funding the payment of the scheme consideration by Bidder Sub.

43    The deed poll was executed by Beijing Guoci and Bidder Sub. But in contrast to the present scheme, Midco, the borrower under the debt commitment letter, was not a party to it. In these circumstances, Black J considered that these funding arrangements required reinforcement by the entry into the further deed poll by Midco, which allowed scheme shareholders to enforce Midco’s obligations in respect of the funding of Bidder Sub, and he accepted that with that reinforcement and the payment of the scheme consideration into a trust account, the arrangements were sufficient to address performance risk.

44    But Re SDI is distinguishable from the case before me because in Re SDI most of the funding, being approximately $123.4 million or about 74% of the maximum consideration, was to be borrowed by Midco, which had no obligations enforceable by the target or scheme shareholders. Here, the borrower under the debt commitment letter, Brookfield US Bidco, is itself a party to both the SID and the deed poll, and is the entity which is to make the proceeds of the debt facilities available to Brookfield Bidco. Clause 3.1(b) of the deed poll requires each of Brookfield Bidco and Brookfield US Bidco to undertake all actions attributed to them under the scheme and the SID. Under cl 7.4 of the SID, Brookfield Bidco and, as applicable, Brookfield US Bidco must enforce their rights under the debt commitment letters and equity commitment letters to obtain the proceeds of the financing pursuant to the deed poll.

45    Accordingly, scheme shareholders can enforce Brookfield US Bidco’s obligations in respect of the funding of Brookfield Bidco.

46    In summary then, the funding arrangements in the present case are not materially distinguishable from those accepted in cases such as Re Insignia and Re Origin, and do not give rise to the concerns identified in Re SDI. Any residual conditionality in the debt funding can be addressed by me at the second court hearing consistent with the approach in Re Planet Innovation.

47    For these reasons, the funding arrangements in relation to the scheme provide a suitable commercial basis for the scheme to be considered by Reliance shareholders, and they do not provide any reason for me to decline to make orders convening the scheme meeting.

Other matters concerning the scheme consideration

48    Reliance has raised two other matters in respect of the scheme consideration: the ticking fee and the denomination USD.

49    First, as noted above, the scheme consideration comprises US$3.38 in cash per scheme share, plus the ticking fee if applicable. Now as stated in the chairman’s letter in the scheme booklet, it is considered unlikely that implementation of the scheme will be delayed until after 31 March 2027, and so it is unlikely that the ticking fee will be payable. But in the event that the ticking fee is payable, it applies equally to all scheme shareholders and it does not create any class issue. Ticking fees have formed part of other schemes, and as best I can tell no real issues have been raised in this respect. For example, in Re Origin, the scheme consideration included an addition for a ticking fee of approximately 0.15 cents per day, accruing on a daily basis if implementation was delayed beyond the expected implementation date (Re Origin at [5], [9] and [26]). Black J accepted that the components of the scheme consideration, including the ticking fee, gave rise to no relevant difference in the treatment of shareholders.

50    Second, the scheme consideration is denominated in USD, but is to be paid in AUD, unless a valid currency election is made to receive the scheme consideration in USD. In this regard the scheme booklet states the following. Based on the prevailing AUD/USD exchange rate of 0.7122 on 15 September 2026, being the day before the SID was executed, the scheme consideration implies a value of A$4.75 per share. Further, based on the prevailing AUD/USD exchange rate of 0.7031 on the last practicable date, the scheme consideration implies a value of A$4.81 per share. Further, where Reliance shareholders will receive the scheme consideration in AUD, movements in the AUD/USD exchange rate will impact the scheme consideration received. Further, as Brookfield Bidco’s obligation is to pay all of the scheme consideration in USD only, Reliance will convert so much of the scheme consideration received in USD into AUD as is necessary for payments to Reliance shareholders who are to receive payments in AUD, and it will do so in a manner designed to maximise the outcome for Reliance shareholders.

51    In addition, the independent expert assessed the fairness of the scheme in both USD and AUD equivalent terms. The availability of a currency election does not give rise to any class issue.

52    All Reliance shareholders have the same right to make a currency election on the same terms, and all Reliance shareholders are entitled to receive the same scheme consideration (denominated in USD). The currency election is simply a choice as to the currency of payment, not a choice between different forms of consideration.

53    A similar situation was considered in Re Origin, which involved an all cash scheme consideration of $8.81 per share comprised of three components: AUD consideration of $6.25; USD consideration of US$1.64, to be converted to AUD by the bidder shortly before implementation and paid in AUD unless the shareholder validly elected to receive USD; and a fully franked special dividend of $0.39. Black J accepted that the fact that some Origin shareholders may elect to receive the USD component in USD was not class creating. His Honour also accepted that, although shareholders would not know with certainty the precise AUD amount when voting, that uncertainty was not a matter which should prevent the convening of the scheme meeting, given the prominent disclosure of the potential impact of currency fluctuations in the chair’s letter and the scheme booklet, including worked examples.

54    Those considerations apply with at least equal force here: the currency election mechanism is the same in substance, and the scheme booklet contains equivalent prominent disclosure, including a table showing the AUD equivalent of US$3.38 at different exchange rates.

Conclusion

55    In summary, I am satisfied that the scheme is of such a nature and cast in such terms that, if it achieves the statutory majorities at the scheme meeting, I would be likely to approve the scheme. Further, shareholders are to be properly informed as to the nature of the scheme. Accordingly, it is appropriate to make the orders sought convening the scheme meeting.

Associate:

Dated:    11 November 2026