mrriesq i think you need to differentiate between the board...

mrriesq i think you need to differentiate between the board voting to support the deal vs electing to take shares in RollCo. how i read the situation is the board will vote their 48% in favour of the deal but only john has confirmed he will elect to receive RollCo shares rather than sell at 60c+allowed div

Extract from the deed summary presentation says the following:

John McGrath intends to elect to receive the unlisted scrip alternative for all his McGrath shares, retaining a 23.3% exposure in McGrath, subject
to the below Board Recommendation qualifications(3)
• John McGrath will continue in his role as CEO & Managing Director, supported by his management team, upon implementation of the Scheme
• Knight Frank and Bayleys expected to jointly own between 65.0% and 76.7% of McGrath post transaction

so it looks like if only john holds on to his 23.3% then the new shareholders will have 76.7% max and depending on who sells it may drop to 65% which suggests Smollen and a few other shareholders have indicated they are not yet sure if they will sell or hold. From this i also read that aqualand will vote in favour and exit (which has been rumored for some time that they wanted out).