Ann: Bellamy's enters Scheme Implementation with Mengniu, page-135

Hi Bobbins,

Schemes of arrangement work like this:

The scheme implementation agreement will typically contain 'deal protection mechanisms' such as:
- 'no shop', 'no talk' and 'no due diligence' obligations on BAL (the target) to prevent them from proactively generating rival bidders;
- a notification and right for Mengniu (the bidder) to be told of and have the opportunity to match any other offer that comes in before BAL's directors may recommend that other party to shareholders; and
- BAL will then hold the shareholder vote on whether to approve the scheme (at the 'scheme meeting').

For the scheme to be approved, a resolution in favour must be passed at the scheme meeting by both:
- 75% of the votes cast on the resolution; and
- more than 50% in the number of the shareholders voting on the resolution (in person or by proxy)

Hope that helps. Well done, by the way, you've had a nice introduction to your first investment.