https://www.minterellison.com/articles/how-a-scheme-of-arrangemen...

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 = ACQUIESCENCE

Scheme of arrangement

Approval 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).

Bidder is usually treated as a separate class, assuming it owns target shares. Court has discretion to waive the majority by number test.

Inaction = Acquiescence (ie less support required at shareholder meeting)

A scheme involves a lower target shareholder ‘approval’ threshold than a takeover bid, because of the 75% voting requirement versus the 90% compulsory acquisition threshold plus the fact that voter turnout at a scheme meeting is often substantially less than 100%.