Ann: Redstone Notice Declaring Offer Free of Defeating Conditions, page-248

90% is the key, not 50 or 75.

≥5% Substantial holding notice A person who obtains voting power in 5% or more of an ASX-listed company is required to publicly disclose that fact within 2 business days via the filing of a substantial holding notice. A person’s voting power consists of their own ‘relevant interest’ in shares plus the relevant interests of their associates. A further notice needs to be filed within 2 business days after each subsequent voting power change of 1 percentage point or more, and after the person ceases to have voting power of 5% or more. The notice must attach all documents which contributed to the voting power the person obtained, or provide a written description of arrangements which are not in writing.

>10% Blocking of compulsory acquisition A person who has a greater than 10% shareholding interest in an ASX-listed company will be able to prevent a majority shareholder from moving to 100% ownership through compulsory acquisition, because the compulsory acquisition threshold is set at 90%.

>20% Takeovers threshold A person cannot acquire a ‘relevant interest’ in a company’s shares if it would result in that person’s or someone else’s ‘voting power’ in the company increasing from 20% or below to more than 20%, or increasing from a starting point that is above 20% and below 90%, unless the acquisition occurs via a specified exception (such as a takeover bid, scheme of arrangement or with target shareholder approval).

>25% Blocking of scheme of arrangement A person who owns or has voting control over 25% or more of a company’s shares can unilaterally block the approval of a takeover conducted by a scheme of arrangement, because one of the scheme voting thresholds is approval by at least 75% of the votes cast on the scheme resolution. (In practice, a person can normally block a scheme with less than a 25% interest given voter turnout at scheme meetings is often substantially lower than 100%.)
Blocking of special resolutions A person who owns or has voting control over 25% or more of a company’s shares can unilaterally block the approval of a special resolution (see below regarding ‘special resolution’), because it requires approval by at least 75% of the votes cast on the resolution. (In practice, a person can normally block a special resolution with less than a 25% interest given voter turnout at company meetings is often substantially lower than 100%.)

>50% Passage of ordinary resolutions A person who owns or has voting control over more than 50% of a company’s shares can unilaterally pass an ordinary resolution, because it requires approval by a majority of votes cast. Importantly, directors can be appointed and removed by shareholders by ordinary resolution. (In practice, a person can normally pass an ordinary resolution on their own with less than a 50% interest given voter turnout at company meetings is often substantially lower than 100%.) (Note: where there remain minority shareholders in a company, the company’s directors cannot favour the controlling shareholder over the others because the directors have a duty to consider the interests of the company as a whole. Further, related party dealings that require shareholder approval will likely need to be approved by the minority shareholders alone, with the controlling shareholder(s) excluded from voting.)

≥75% Passage of special resolutions A person who owns or has voting control over 75% or more of a company’s shares can unilaterally pass a special resolution, because it requires approval by at least 75% of the votes cast. Under the Corporations Act, certain matters need to be passed by a special resolution of shareholders, eg amendments to the constitution, change of company name, change of company type, selective reduction of capital, selective buy-back of shares and winding-up. (In practice, a person can normally pass a special resolution on their own with less than a 75% interest given voter turnout at company meetings is often substantially lower than 100%.) (Note: where there remain minority shareholders in a company, the company’s directors cannot favour the controlling shareholder over the others because the directors have a duty to consider the interests of the company as a whole. Further, related party dealings that require shareholder approval will likely need to be approved by the minority shareholders alone, with the controlling shareholder(s) excluded from voting.)

≥90% Entitlement to compulsory acquisition Generally speaking, where a person owns 90% or more of a company’s shares they can compulsorily acquire the remainder.