For a scheme of arrangement to be approved, for each class there needs to be 75% of the votes cast in favour together with at least 50% of the shareholders by number. As only votes that are cast that are relevant, if a13% shareholder voted against, then this may be sufficient (or very close to it) to achieve the 25% no votes out of votes cast to scupper the transaction. No doubt there would also be a few other no votes cast if there is a view that the price offered was unattractive.
This is quite a different process to a takeover offer and the 90% compulsory acquisition threshold.
News: ORG Australiansuper increases stake in Origin Energy, page-14
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