Near-unanimous shareholder vote and ASIC's approval clear path to completion
The Federal Court approved Insignia Financial's scheme of arrangement on 16 April, clearing the way for Daintree BidCo's full takeover.
In Insignia Financial Ltd, in the matter of Insignia Financial Ltd (No 2) [2026] FCA 451, Justice Neskovcin of the Federal Court of Australia approved the scheme of arrangement between Insignia Financial Ltd and its shareholders. The decision enabled Daintree BidCo to acquire 100 percent of the scheme shares, with scheme participants receiving $4.80 cash per scheme share, and Insignia becoming a wholly-owned subsidiary of Daintree BidCo.
Shareholders at the scheme meeting held on 13 April 2026 voted 98.65 percent of votes cast in favour of the scheme, with 89.96 percent of shareholders present and voting supporting the deal. All Insignia directors recommended that shareholders vote in favour, and each director stated their intention to vote their own shares accordingly. An independent expert also formed the opinion that the scheme was fair and reasonable and therefore in the best interests of Insignia shareholders.
Prior to the scheme meeting, Mr Allan Griffiths, independent non-executive director and chairman of Insignia, received questions concerning the fact that Insignia had not declared any dividends in 2025 and the impact this had on the offer price. He addressed those questions at the meeting, along with other questions raised during the meeting itself.
The court originally listed the approval hearing for 2 April 2026. At Insignia's request, the court rescheduled the date to 16 April 2026 to facilitate maximum practicable certainty regarding outstanding regulatory approvals that formed conditions precedent to the implementation of the scheme. Ahead of the approval hearing, both Insignia and Daintree BidCo provided certificates confirming satisfaction of all conditions precedent to implementation of the scheme, other than conditions relating to court approval itself.
One notable development arose ahead of the scheme meeting. Insignia's understanding at the convening hearing on 25 February 2026 was that its 4,658,236 treasury shares (representing 0.69 percent of total ordinary shares) would participate in the scheme but would not attract a vote at the scheme meeting.
However, between the convening hearing and the scheme meeting, it became apparent that the trustee holding legal ownership of those shares in fact held the right to provide a proxy to Mr Griffiths, as chairperson of the scheme meeting, to vote in his discretion. The trustee did so, and Mr Griffiths voted all treasury shares in favour of the scheme resolution. Justice Neskovcin accepted that the treasury shares represented a small fraction of total ordinary shares and were not material to the outcome of the scheme meeting.
Just 7.40 percent of the total number of Insignia shareholders voted, though votes cast (including by proxy) constituted 61.66 percent of total shares eligible to be voted. The court noted that voter participation at Insignia's 2023, 2024, and 2025 annual general meetings tended to be around 3.30 percent of the total number of Insignia shareholders, ranging between 44.90 percent and 63.81 percent of total shares eligible to be voted. Justice Neskovcin accepted that the turnout gave rise to no concern that shareholders lacked notice of the meeting or faced any deterrent to participation.
No shareholder or other person appeared at the approval hearing to oppose the scheme. Daintree BidCo appeared and supported the orders sought by Insignia. The Australian Securities and Investments Commission provided a no-objection statement on 15 April 2026.
