The interesting part for me is that the scheme reverts to a TO...

The interesting part for me is that the scheme reverts to a TO offer if it fails.

The thing about schemes of arrangement is they can't be stitched up by major holders partly because the threshold is 75% but also because of the "majority of shareholders" requirement. On the latter large holders get one vote, same as me and everyone else. These things always seem to manage to look after the interests of directors and management ... I guess no surprise why wouldn't they ... but if small holders don't like it will fail.

We might think then the scheme is just a first go because why not?

But why should shareholders vote yes? If they want the deal they can vote no and still accept the TO offer ... all that disappears is the sweetheart arrangement for Mr. Exploration DNA.

But a TO has to get to 90% ... control won't be enough, because the one thing control doesn't allow is self-dealing by the majority holder, so all the Mt. Magnet stuff can't happen easily. RMS need to own SPR. To get to 90% they might well have to sweeten a TO offer. Moreover, if more than 10% of us hold out, they can wait 3 months and then make a much better offer to get over the 90% line without having to compensate earlier acceptances for the increased amount.

I now think the deal makes sense because SPR management never were going to develop the mine. (I don't trust them not to go slow on exploration announcements to keep the SPR SP down, but perhaps that is unfair).

What is clear to me is the can't lose strategy for SPR holders is to vote no. The deal doesn't go away ... it just becomes a TO offer, and then RMS have to increase the offer until they get enough acceptances. As a bonus, a TO offer has no sweetheart component for the SPR board.