Smartpay’s Acquisition Hangs on High Court Approval After Shareholder Vote
Smartpay Holdings Limited shareholders have overwhelmingly approved the proposed scheme of arrangement with Shift4 Holdings Limited, clearing a crucial hurdle towards finalising the acquisition.
- Scheme resolution passed with 95.21% shareholder approval
- Required thresholds of 75% and 50% votes comfortably exceeded
- Next step involves High Court application for final approval
- Last trading day for Smartpay shares expected on 29 October 2025
- Scheme implementation anticipated on 4 November 2025
Shareholders Back Strategic Acquisition
Smartpay Holdings Limited has taken a significant step forward in its acquisition journey following the unanimous approval of its scheme of arrangement with Shift4 Holdings Limited and Shift4 Payments, LLC. At the scheme meeting held on 14 October 2025, shareholders voted overwhelmingly in favour of the resolution, with 95.21% of votes cast supporting the deal. This strong endorsement reflects broad shareholder confidence in the strategic merits of the transaction.
Meeting the Approval Thresholds
The scheme required at least 75% approval from voting shareholders and more than 50% of the total shares on issue to pass. Smartpay comfortably surpassed these benchmarks, with 78.56% of total shares voting in favour. The meeting was conducted both in person in Sydney and online, ensuring broad accessibility for shareholders across regions.
Next Steps Toward Completion
With shareholder approval secured, Smartpay now moves to the next critical phase, applying to the High Court for final orders to sanction the scheme. Provided the court grants approval and all outstanding conditions are met or waived, the scheme is expected to be implemented on 4 November 2025. This timeline includes the last trading day for Smartpay shares on 29 October and a record date for scheme participation on 31 October.
Implications for the Market and Stakeholders
The successful vote signals a clear mandate for Smartpay’s board and management, led by Managing Director Martyn Pomeroy and Independent Chair Gregor Barclay, to proceed with the acquisition. For investors, the scheme represents a pivotal moment that will reshape Smartpay’s ownership and potentially its strategic direction under Shift4’s stewardship. Market participants will be watching closely as the High Court decision approaches and the implementation unfolds.
A Watchful Eye on Final Approvals
While the shareholder vote is a major milestone, the transaction is not yet complete. The final court approval and satisfaction of remaining conditions remain essential to closing the deal. Any delays or complications at this stage could impact the anticipated timeline and market dynamics.
Bottom Line?
Smartpay’s decisive shareholder approval sets the stage for a landmark acquisition, but final court clearance will be the true test.
Questions in the middle?
- Will the High Court grant final approval without conditions or delays?
- What are the outstanding conditions that could affect scheme implementation?
- How will Shift4’s ownership influence Smartpay’s future strategy and operations?
