Shareholding thresholds - The Allens handbook on takeovers in...

Shareholding thresholds - The Allens handbook on takeovers in Australia

Blocking of scheme of arrangement

A person who owns or has voting control over 25% or more of a company’s shares can unilaterally block the approval of a takeover conducted by a scheme of arrangement, because one of the scheme voting thresholds is approval by at least 75% of the votes cast on the scheme resolution. (In practice, a person can normally block a scheme with less than a 25% interest given voter turnout at scheme meetings is often substantially lower than 100%.)

Blocking of special resolutions

A person who owns or has voting control over 25% or more of a company’s shares can unilaterally block the approval of a special resolution (see below regarding ‘special resolution’), because it requires approval by at least 75% of the votes cast on the resolution. (In practice, a person can normally block a special resolution with less than a 25% interest given voter turnout at company meetings is often substantially lower than 100%.)