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

This was not a conventional fight between two commercial parties after a breach or falling out. It was a court-supervised transaction. RPMGlobal Holdings Limited had already been to the Federal Court once to obtain orders requiring it to convene a shareholder meeting to consider a proposed scheme of arrangement. After that meeting was held and the scheme resolution passed, RPM came back to the Court seeking final approval.

The commercial outcome of the scheme was clear. Caterpillar Bid Co would acquire all RPM shares held by shareholders on the scheme record date. Those shareholders would receive $5.00 per scheme share. RPM would then become a wholly-owned subsidiary of Caterpillar Bid Co and would apply to be removed from the ASX official list. In practical terms, this was the final court step in taking RPM from a listed company with public shareholders to a wholly-owned subsidiary.

The reasons make clear that the second hearing was not automatic. Even though shareholders had voted strongly in favour and no one appeared to oppose the application, the Court still had to work through the statutory requirements and decide whether it should exercise its discretion to approve the scheme. That is what makes the case useful for business readers. It shows what the Court actually checks when a company says the deal has shareholder support and is ready to proceed.

The judge also said these reasons should be read with the earlier decision in Re RPMGlobal Holdings Limited [2025] FCA 1434, which set out the details of the scheme. So this judgment is best read as the approval decision at the end of the process, rather than the full commercial backstory from the beginning.

A major part of the Court's review was whether RPM had complied with the earlier convening orders. The Court first noted that an office copy of those orders had been lodged with ASIC on 17 November 2025, as required by the Federal Court (Corporations) Rules, and that a copy of the scheme booklet was registered with ASIC on the same day.

The convening orders required RPM to provide the scheme booklet and related materials to shareholders on or before 20 November 2025. The method depended on the shareholder's communication status. Email shareholders had to receive an email containing a hyperlink to a website where they could view and download the scheme booklet and lodge an electronic proxy appointment. Hard copy shareholders had to receive a hard copy of the scheme booklet and proxy form, together with a business reply-paid envelope. No election shareholders had to receive a hard copy notice-and-access letter containing the website link, plus a proxy form and reply-paid envelope.

The Court accepted the evidence that these steps had been completed. It also paid attention to a practical issue that often arises in real transactions: failed email delivery. After the email dispatch, RPM's share registry provider, Computershare, received 46 undeliverable or undelivered receipts. The earlier orders did not require any extra step in that situation, but RPM still sent those shareholders materials using the no-election process on or by 21 November 2025. That follow-up mattered because it reinforced the conclusion that there was no irregularity in dispatch and no reason to think shareholders had missed notice because of avoidable administrative failure.

The Court also dealt with the fact that the scheme booklet actually sent to shareholders contained some minor amendments and additions compared with the version specified in the convening orders. Having regard to the nature of those changes, the judge accepted that the booklet was still substantially in the approved form and therefore complied with the orders.

The scheme meeting was held on 19 December 2025 at Baker McKenzie's Brisbane office and online through Computershare's online meetings platform. It commenced at 10.00 am Brisbane time. The chairperson was Mr Stephen Baldwin, as required by the convening orders. The shareholders entitled to vote were those recorded in RPM's register of members at 7.00 pm Sydney time on 17 December 2025. Voting was conducted by poll.

The voting outcome was overwhelmingly favourable. The Court recorded that the scheme resolution passed with 99.88% of votes cast in favour and 96.90% of shareholders present and voting in favour. Those figures comfortably satisfied the statutory thresholds in section 411(4). The section requires both a majority in number of members present and voting and at least 75% of the votes cast. RPM cleared both hurdles by a wide margin.

The turnout figures were more nuanced, and the Court addressed them directly. The number of shares voted represented 56.94% of RPM's total issued share capital eligible to vote. The number of shareholders who voted represented 10.90% of the total number of shareholders eligible to vote. RPM put on evidence comparing those figures with turnout at its 2025 and 2024 AGMs. At the 2025 AGM, 4.23% of voters participated, representing 54.818% of eligible shares. At the 2024 AGM, 3.13% of voters participated, representing 52.56% of eligible shares.

That comparison gave the Court context. The judge accepted RPM's submission that the scheme turnout should not be treated as concerningly low. There was nothing to suggest any irregularity in dispatch, shareholders had notice of the meeting, there was no evidence of any issue deterring attendance or voting, RPM had received no complaint that notice was not received, and those who did vote supported the scheme overwhelmingly. The Court also inferred that some shareholders with relatively modest holdings may simply have chosen not to participate. On that basis, low turnout without more did not justify refusing approval.

The legal question was whether the Court should approve the scheme under section 411(4)(b) of the Corporations Act after the shareholder vote. The judgment summarised the usual matters the Court considers at this stage. They included whether the convening orders and other applicable requirements had been complied with, whether the scheme resolution passed with the requisite majorities, whether there had been full and fair disclosure of all material information, whether the scheme was fair and reasonable, whether all relevant matters had been brought to the Court's attention, whether conditions precedent had been satisfied or waived, and whether section 411(17) had been met.

The Court also emphasised that approval remains discretionary. Even once the statutory and procedural requirements are met, the Court still decides whether to approve the scheme. That is why the second hearing is not just a box-ticking exercise. The company must present evidence that allows the Court to be positively satisfied on each of these matters.

On disclosure, the judge relied on findings made at the earlier convening hearing. At that earlier stage, the Court had already been satisfied that the scheme booklet met the disclosure obligations imposed by section 412 and that appropriate verification processes had been implemented to ensure the accuracy of the statements in the booklet. Based on that earlier evidence, the judge remained satisfied at the second hearing that there had been full and fair disclosure to members of all material information.

On fairness, the Court applied the familiar test of whether the scheme was sufficiently fair and reasonable that an intelligent and honest shareholder, properly informed and acting alone, might approve it. The reasons also repeat an important theme in scheme cases: members are generally better judges of their own commercial interests than the Court, especially where there is no opposition and the statutory majorities have been achieved.

Neskovcin J approved the scheme under section 411(4)(b). The Court was satisfied that the convening orders and applicable procedural requirements had been complied with, the meeting had been properly held, the voting thresholds had been met, and there had been full and fair disclosure to members. The Court also accepted the evidence that all conditions precedent other than court approval had been satisfied. That evidence came from a certificate executed by RPM and Caterpillar on 3 February 2026.

The Court also found that section 411(17) was satisfied because ASIC had provided a written no-objection statement dated 2 February 2026. The judge noted that no shareholder or other person appeared at the hearing to object to the scheme, and there was no indication that any additional matter relevant to the exercise of discretion had not been brought to the Court's attention.

On fairness and reasonableness, the Court accepted RPM's submissions for several specific reasons. First, the scheme received overwhelming shareholder support. Second, all RPM directors recommended that shareholders vote in favour for the reasons given in the scheme booklet, and each director stated an intention to vote their own shares in favour. Third, the independent expert had formed the opinion that the scheme was fair and reasonable and therefore in the best interests of RPM shareholders. Fourth, the scheme booklet set out a detailed description of the scheme, including its potential benefits and disadvantages. Fifth, there was no application to oppose approval and no evidence of oppression in the conduct of the meeting. Sixth, the scheme contained measures to protect shareholders against performance risk.

The Court therefore exercised its discretion in favour of approval. It also made an exemption order under section 411(12), relieving RPM from compliance with section 411(11).

The exemption point is worth understanding. Section 411(11) would otherwise require a copy of the approval order to be annexed to every copy of the company's constitution issued after the order. The Court accepted that the purpose of that requirement is to alert people dealing with the company to modifications of shareholder rights that may affect them. But in RPM's case, the scheme would not alter the constitution or the rights of members, creditors or other persons dealing with the company. On top of that, RPM would become a wholly-owned subsidiary after implementation. In those circumstances, the judge accepted that annexing the order to the constitution would serve no ongoing purpose, so an exemption was appropriate.

Most businesses will never run a court-approved scheme of arrangement. But the governance lessons from this case travel well beyond listed company transactions. If you are asking owners or investors to approve a sale, buyout, recapitalisation, founder exit or major restructure, the quality of your process matters. People making decisions about your company need proper information, a fair opportunity to vote, and confidence that the mechanics were handled correctly.

RPM did not succeed because of a technical shortcut. It succeeded because it could show a complete and orderly process. The materials were sent in the required way. Failed email deliveries were followed up. The meeting was held as ordered. Voting was by poll. The statutory thresholds were met. ASIC had no objection. Conditions precedent were certified as satisfied. The Court had already been satisfied about disclosure. And the fairness case was supported by the directors' recommendation, the independent expert's opinion and the voting outcome.

For founders, directors and legal teams, the practical message is to build the evidence trail as you go. Do not wait until the hearing to reconstruct what happened. Keep records of dispatch lists, dates, delivery methods, bounced communications, meeting logistics, poll results, turnout data, announcements and certificates. If turnout is likely to be questioned, be ready with context, including prior meeting participation levels if they are relevant. If you want an exemption from a procedural requirement such as section 411(11), explain clearly why the purpose of that requirement would not be served in your circumstances.

This case also shows that silence from shareholders is not automatically a problem. The Court was prepared to infer that some shareholders simply chose not to participate, especially where there was no evidence of notice problems or deterrence. But that conclusion depended on RPM being able to show that the process was sound. In other words, low turnout may be survivable, but poor administration is not.

The convening hearing took place on 17 November 2025. The scheme meeting was held on 19 December 2025. ASIC's no-objection statement was dated 2 February 2026. The approval hearing took place on 3 February 2026, and the Court made the approval and exemption orders that day. The reasons were published on 4 February 2026. The judgment also records that implementation was anticipated to occur on 18 February 2026 if the scheme proceeded as expected.

This page deals with the approval judgment itself. Readers wanting the fuller transaction background should also read the earlier related decision referred to in the reasons.