Ann: Market update deleveraging plan, bank covenants, guidance, page-15

Major transactions are rather nuanced- you're right that it does relate to 50% of the value of the assets, and you correctly note that these would need to be valued by the board. But there are other factors the board needs to consider about whether or not it is a major transaction, including debt (value of assets less debt may equal value for major transaction purposes). The courts have previously held for the purposes of section 129 of the NZ Companies Act “Assets” means the gross assets of the company. Synlait would be safe if that's still the case.

However, the listing rules say: When calculating the Gross Value of assets, where the relevant assets are not valued in the Issuer’s most recent financial statements, this must be based on the market value and the Issuer must have a reasonable basis for the assessment of the Gross Value of the relevant assets.

So, that's different to the courts and Synlait will need to have a proper basis for the value of assets - or say they believe their latest financial statements has a true valuation. That should be interesting, because scrap stainless a'int worth much and it's obvious Dairyworks isn't worth much either. With A2M apparently outside the room, who knows if Dunsandel has a future in processing higher value products.

Synlait got a waiver from NZX which points to them running with a simple shareholder majority process for the vote.

Shareholders can always sue for lost value- especially if the lost value relates to some error or wrongdoing by directors. That's where the risks are for the board. My gut feel is they will not seek major transaction approval, and 30/60% would get the vote over the line. Whichever way you look at it, A2M holds many cards in this saga and they could have done a. deal already to protect their position. Affected shareholders who suffer loss can then turn their mind to whether they want to pay a lawyer, or whether they want to chase a class action (which really doesn't get the shareholder a lot usually, other than a punishment effect)