https://www.minterellison.com/articles/how-a-scheme-of-arrangement-works
For the scheme to be approved, a resolution in favour must be passed at the scheme meeting by each class of target shareholders by both:
- 75% of the votes cast on the resolution; and
- more than 50% in number of the target shareholders voting on the resolution (in person or by proxy)
Or the other way around, just over 50% of shareholders have to vote and only 75% of those have to vote for it - just 37.5% could potentially vote in favour for it to be approved.
https://content.allens.com.au/the-allens-handbook-on-takeovers-in-australia/transaction-structures/
INACTION = ACQUIESCENCEApproval by a vote of shareholders by at least:
75% of votes cast; anda majority by number of all target shareholders present and voting (in person or by proxy).Inaction = Acquiescence (ie less support required at shareholder meeting)