I've lodged an enquiry with ASIC for clarification on this point because I can't find any material that explicitly addresses this question. My exact enquiry is this:
I am a shareholder in a company that is the target of a takeover by a scheme of arrangement. The voting requirements specify a threshold of a majority in number of shareholders "present and voting". Can you please clarify the meaning of this phrase? Do shareholders have to be physically present at the meeting in order to be counted? Do shareholders who vote online through the share registry count as individual voters being "present and voting" for the purposes of this condition?Company details were included in the form submitted.
Most of the publicly available resources just repeat the phrase "present and voting", which doesn't help. An example is this document from Allens and Linklaters:
https://www.allens.com.au/globalassets/pdfs/sectors-services/ma/takeovers-handbook.pdfIt's interesting that another document from the
same company has a vastly different interpretation, saying "majority in number of the target shareholders in the relevant class who have cast votes". This implies that it doesn't matter how you vote you're in the headcount. This is the link to the second document:
https://content.allens.com.au/the-allens-handbook-on-takeovers-in-australia/schemes-of-arrangement/I will forward the information when I get it.
