Australia, July 24 -- New South Wales Land and Environment Court issued text of the following judgement on June 24:

1. By Originating Process filed on 13 June 2025, the Plaintiff, Donaco International Ltd ("Donaco") applies for orders under ss 411 and 1319 of the Corporations Act 2001 (Cth) ("Act") in respect of a proposed scheme of arrangement.

2. By way of background, Donaco is a public company listed on the Australian Securities Exchange ("ASX") which operates leisure and entertainment businesses across the Asia Pacific region, including the Star Vegas Resort and Club in Cambodia and the Aristo International Hotel in Vietnam. Under the proposed scheme of arrangement, Donaco and On Nut Road Ltd ("ONR") have agreed that ONR will acquire all of the scheme shares for AUD$0.045 per scheme share in cash by way of a scheme of arrangement between Donaco and shareholders (other than excluded shareholders) under Pt 5.1 of the Act. The excluded shareholders are ONR and its related bodies corporate and any Donaco shareholder who holds any shares on their behalf.

Affidavit evidence

3. Donaco reads the affidavit dated 13 June 2025 of its solicitor, Mr Thomas Storer, which exhibits a company search for Donaco and an announcement dated 17 March 2025 made by Donaco to the ASX that it had entered into a scheme implementation deed ("SID") with ONR and its related bodies corporate.

4. Donaco also reads the affidavit dated 19 June 2025 of Mr Andrew Phillips, a non-executive director of Donaco, who refers to Donaco's history and notes that ONR presently holds 12.84% of the shares in Donaco and Messrs Lee Bug Huy and Lee Bug Tong together hold 42.08% of the shares in Donaco. Mr Lee Bug Huy is also a director of Donaco. Mr Phillips also refers to the terms of the scheme; ONR's execution of a deed poll in favour of scheme shareholders on 18 June 2025; the conditions precedent to the SID and exclusivity provisions and the existence of a break fee in respect of the scheme; and director's interests in respect of the scheme. Mr Phillips also addresses a one-off bonus payment to be made to each of Donaco's directors in the amount of AUD$150,000 (exclusive of GST) in recognition of their increased workload and time commitment in respect of matters relating to the scheme, and notes that that one-off bonus payment is not contingent on the scheme proceeding and will be paid irrespective of its outcome. That arrangement is properly disclosed in the explanatory memorandum for the scheme. Mr Phillips notes that Donaco's board unanimously recommends that Donaco shareholders vote in favour of the scheme and will vote their own shares in favour of the scheme, in the absence of a superior proposal and subject to the independent expert continuing to conclude that the scheme is fair and reasonable and in the best interests of Donaco's shareholders. Mr Phillips also outlines the content of the scheme booklet; the proposed arrangements for dispatch of the scheme booklet and conduct of the scheme meeting; and proposed arrangements for Donaco to conduct an outbound and inbound call line. The scripts of those communications are in evidence although, in accordance with current scheme practice, Donaco does not seek my approval for them. By a second affidavit also dated 19 June 2025, Mr Phillips addresses the process adopted by Donaco for verification and due diligence in respect of the scheme booklet, which was in customary form.

*Rest of the document can be viewed at: (https://www.caselaw.nsw.gov.au/decision/197a0e54647374776be51fd3)

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