Ann: Registration of Scheme Booklet, page-51

"I would speculate that WES is trying to put a lid on this and stop any other accumulation but that would be illegal, ......"

You sure about that? Love to hear why you think so.

I've been assuming (I don't know its just my working hypothesis) WES has been using broking houses like UBS to run a sort of soaking up service such that UBS knows WES will give them a fee for service on top of the standard consideration they'll get for their shares.

Soaking up reduces the number of small holders who might turn up to the meeting and vote no.

UBS would seem to be able to avoid being an "associate" by relying on 16(1)(b) of the Corporations Act.

That said, there is some words in the Scheme Booklet that look harder for such an arrangement (between WES and UBS hypothetically) to get around.

From page 54. Wesfarmers Lithium's Interest in Kidman Shares

"4.7.2 Dealing in Kidman Shares in previous four months

None of Wesfarmers Lithium nor, to the best of its knowledge, and of itsAssociates," (#1) has provided or agreed to provide for consideration for any KidmanShares under any other transaction during theperiod of four months before the date of this Scheme Booklet" [30 July 2019]

4.7.3

During the four months before thedate of this Scheme Booklet, none of Wesfarmers Lithium nor, to the best of itsknowledge, any of its Associates, has given or offered to give or agreed to give a benefit(#2) to another person(#3) where the benefit was likely to induce the other person or an Associateto

* vote in favour of the Scheme, or
* dispose of Kidman Shares,

where the benefit was not offered to all Kidman Shareholders.

UBS can avoid being an associate (as argued above) but they are still a legal person (#3) and they acquired their substantial interest in the four month period prior to the Scheme Booklet coming out. I don't know how WES could offer them a fee for soaking up shares without that being an offered benefit.

Somehow though I still suspect there is a loop hole the broking houses will have.