You would think that NRW and First Sentier will vote against,...

You would think that NRW and First Sentier will vote against, which is 18.5% of the register.

At least Delphi can't vote their 15.3%.

Tembo have 18.6%. In most circumstances you would expect them to vote against. But John Hodder is part of the board that now wants to 'honour' the deal. Maybe they have an eye on cementing a relationship with Delphi as well – it would create a 34% blocking stake to any unwanted takeover attempt.

Not sure what the other board directors holdings amount to (not that much before the proposed performance shares they are about to get?) but presumably they will vote yes as a majority of Simon Lawson, Rowan Johnston (who is chairman of Kin, which Delphi control) and David Coyne have already voted to overrule the BDO recommendation that the royalty isn't fair and reasonable to shareholders.

The context is that each of them is now expecting their performance packages to come through as well. Delphi can vote in favour of each of those, of course.

There might be a few smaller holdings from institutions/professional investors who would presumably vote no. But retail must make up about 40% of the register and it's rare that we come out and vote in large numbers. My guess is that there will be a substantial protest vote but not enough to stop Delphi getting their conversion, after support from Tembo and our board.

In any case, I'm sticking with my buy recommendation for the stock. If Delphi get their back scratched, I will be changing it to buy and hold your nose.