$10 Billion Deal, page-10330

mx, further to what Max said. There are broadly 3 types of takeover, if one ever were to occur. Friendly, Hostile and Scheme of arrangement (also known as too friendly).

In both friendly and unfriendly situations the potential acquirer usually buys up about 19% on market then makes a formal offer to shareholders. Each holder can decide for themselves if they want to accept the offer or not based on the offer price or other factors. Sometimes you can hold out for a better offer which I have done on a couple of occasions (see oaks) for example. Remember though if they get approx 90% acceptance they can often force the dissentors via the QA process. The main difference between friendly and unfriendly is the recommendation of the board to either accept or reject but this doesn't really change your rights.

The Scheme of arrangement on the other hand is where the BOD and the acquirer secretly decide on a deal and then put it to the shareholders to vote on it. In effect this undermines the necessity for the acquirer to get to 90% before they can force you. Boards sometimes drop the poison pill into such arrangements to make rejecting the offer a very unpalatable outcome. This should be outlawed but it happens. The main reason to vote at an AGM on takeover provisions would be to set a higher minimum bar on the % of holders who are required to approve such a scheme or to prevent the board seeding a pill.