great schemes and arrangements, page-14

Buddy

It is true that in a takeover silence equates to "no" in a sense because the bidder must get acceptances for 90% of the shares on issue. In a scheme silence (ie not turning up to the scheme meeting and voting or not lodging a proxy) does not amount to "yes". What it does do is lessen the pool of votes, thereby, potentially, making the blocking stake lower. For example, if only 50% of ESG shares bother to vote, and keeping in mind STO cannot vote, then the fate of the company will be determined by the remaining 30%. A blocking stake in that context is a mere 7.5% of ESG shares. A scheme is a double edged sword. Frankly, I am surprised STO did not do an off-market bid, which would remove the risk of the scheme being voted down and allow them to increase control (effectively blocking any other interested party). Strange decision.