re: december vote acamas Acamas,
Yes I am saying minority shareholders have some protection because 50% by number who attend the meeting or submit proxies must approve the scheme.
I wasn't totally sure on this but below is an extract from a NZ take over panel document which clarified the difference between the 75/50 threshhold and the 50% by number requirement for me. Please ignore the specifics of the content as it is probably irrelevant to AUS.
15. The Panel’s present policy in dealing with conditions states that exemptions would
generally require that the scheme is approved by:
• 75% of votes cast by those entitled (as determined by the Court) to vote and
who vote at the meeting, and being more than 50% of the total voting rights of
the target company (the 75/50 threshold); and
• 50% by-number of shareholders who are entitled to vote, and who vote at the
meeting, including by proxy (the 50% by-number requirement);
unless the Panel considered that particular circumstances required different approval
conditions.
16. The Panel still considers that the 75/50 threshold is appropriate. The 75% resolution
reflects the typical requirement by the Court that the scheme be approved by a special
resolution. The requirement that the resolution be approved by shareholders
representing more than 50% of the voting rights in a code company reflects the
minimum acceptance rule contained in rule 23 of the Code.
17. However, the Panel no longer intends to impose the 50% by-number requirement.
Although intended to protect minority shareholders, a by-number requirement is
based on a head-count of shareholders whereas the provisions of the Code relate to
percentages of voting rights held or controlled by shareholders.
http://www.takeovers.govt.nz/publications/policy/proposed-policy-schemes-of-arrangement.pdf#search=%22scheme%20of%20arrangement%20shareholder%20vote%22
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december vote, page-16
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