Ann: Letter to Shareholders & Notice of Annual General Meeting, page-188

To give someone 25% is above the 20% trigger and is effectively treated as a corporate transaction as the person would gain a controlling interest in the company. this would require shareholder approval.

A person cannot acquire a ‘relevant interest’ in voting securities of an entity that is subject to the takeovers rules if that would result in any person’s ‘voting power’ exceeding 20%, except via a specified exception (such as a takeover bid or scheme of arrangement).

remember the board wants a big transaction, two of them are incentivised to possibly tens of millions of dollars if the price is right... They don't want to mess this up by giving away a controlling interest and then being screwed on the deal table by the shareholder vote effectively being controlled by a single large shareholder.

If they were to use the mechanism, they would likely do a Share purchase plan where they offer shares to existing shareholders proportional to their holdings and often with a cap.
e.g. "eligible shareholder can purchase one for every 5000 shares owned up to $50,000."

so it limits an individual shareholders' ability to accumulate a controlling stake



i agree with the remuneration comments - these guys will all make a packet out of a big transaction and if it's imminent they really dont need any more money. Remember that 55% of the sale incentive pool goes to two people, the rest to us based employees (which is 7.5% of the sale value above 550m). It adds up quickly