And the ~41m shares raised already do count as part of the 15%...

And the ~41m shares raised already do count as part of the 15% they are allowed to raise in a year because - as you say - the relevant timing is ‘any 12 month period’ (rather than starting afresh with a new base 15% at the start of every financial year).

So without the resolution for an additional 10% placement TMT is constrained in the number of new shares it can issue.

But seeing as no reasons are given as to why they want this approved, and given the drop in price here, potential discount price on new shares is a bit rude (given current prices) if a placement was to be made before the merger - especially as new shares issued will presumably soon be worth the 32.4c that was deemed a fair ratio against an AVL price of 2.7c.

If it goes ahead it seems to me like a backhanded way to give high profile investors a far better ratio than has been offered to ordinary punters.
And if the resolution is voted down it will be interesting to see if the price here improves?

cheers