Steadfast scheme clears court hurdle ahead of shareholder vote

Court clears Steadfast shareholder vote

Steadfast Group Limited (ASX:SDF) has cleared the next major hurdle in its proposed take-private transaction, after the Supreme Court of New South Wales approved a meeting for shareholders to vote on the Scheme of Arrangement. The Court also approved distribution of the Scheme Booklet, which is expected to be sent to shareholders by 26 October after registration with ASIC.

The decision moves the transaction from negotiation into a formal shareholder process. The proposal would see Steadfast acquired by Starboard BidCo, an entity indirectly backed by funds managed or advised by Dragoneer Investment Group and KKR. Subject to implementation, Starboard BidCo would on-sell Steadfast’s underwriting agencies business to Amwins, which is funding part of the transaction but is not an investor in Starboard BidCo.

Independent expert supports scheme valuation

The Scheme Booklet contains an Independent Expert’s Report from Kroll Australia, which concludes that the Scheme is in the best interests of Steadfast shareholders in the absence of a superior proposal. Kroll assessed the value of a Steadfast share on a controlling-interest basis at between $5.44 and $6.09, with the Scheme Consideration falling within that range.

That conclusion gives the board’s recommendation a formal valuation reference point, although it does not remove the conditions attached to the deal. Steadfast’s board unanimously recommends that shareholders vote in favour, provided there is no superior proposal and the Independent Expert maintains its view. Each director also intends to vote shares held or controlled by them in favour on the same basis.

The transaction follows the earlier $6 per share proposal, which was announced alongside Steadfast’s FY26 earnings and recommended by the board. Shareholders now have to decide whether the Scheme’s terms remain preferable to the company continuing as a listed business or any competing proposal that may emerge.

Shareholder vote sets December completion path

The Scheme Meeting is scheduled for 27 November 2026, with the second Court hearing due on 1 December and the Scheme expected to become effective on 2 December. If the remaining conditions are satisfied, implementation is scheduled for 22 December. The timetable remains indicative, and the transaction could be delayed or fail to complete if required conditions are not met or a superior proposal emerges.

ASIC has separately extended the deadline for Steadfast to hold its FY26 annual general meeting from 30 November 2026 to 28 February 2027. Because implementation is currently expected before that extended deadline, Steadfast does not expect to hold the AGM unless the Scheme is delayed. The immediate test is therefore not another operating update, but whether shareholders provide the approval required to take the transaction to its final court and implementation stages.