RAP (ASX) Ann: Cough detection patent granted in Australia and Japan

Originally posted by TerribleTadpole ↑

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.pdf

It'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.

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We all very much appreciate your efforts on our behalf, TT.

The link below should help the interpretation of your response from ASIC. It relates to ASIC’s ‘no action’ policy introduced as guidance for the conduct of corporate meetings in an environment of COVID restrictions.

ASIC guidelines for investor meetings using virtual technology

“2. Voting in a hybrid or virtual meeting

It is a condition of ASIC’s ‘no action’ position that all voting at a virtual or hybrid meeting be by a poll rather than a show of hands. Voting by a show of hands has the potential to disenfranchise members. This potential is even greater in a virtual setting.

Where practicable, voting via online or other means should also be available prior to the meeting for the convenience of members who do not otherwise intend to participate.”

It appears to override the requirement to be present at the Meeting as stated by the Headcount Test in the Implementation Deed, allowing the Automic proxy votes to apply to the 50% Headcount requirement as well as the 75% vote count.