are all s/h getting same benefit?

goodaye,
I do not have any shares in MCC, but am watching developments with great interest.
Amongst other things it seems that:
1. minority s/h will get $16 cash
2. acquisition will be by way of Scheme of Arrangement
3. 3 big foreign s/h will be offered shares (or j/v interest) in the existing MCC operations.

This situation is perplexing to me (and should be to all minority s/h in MCC.

1. under the t/o laws, a suitor CANNOT offer one s/h one price for his shares, then off another s/h a different price, or inducement.
So minority s/h will get just $16 cash, but POSCO et al, will be offered a share in a new j/v or whatever.
What happens if the small s/h also want to retain a stake in MCC operations?

2. the proposed t/o will be by way of a Scheme of Arrangement. Under that scenario, related parties cannot vote. So I would have thought that, given POSCO et al, are benfitting from t/o, that they are related party, and that they should not be allowed to vote?
That is an important issue, because together these 3 s/h hold about 47% of MCC capital.

So if they cannot vote, then the success of t/o rests in the hands of the small minority s/h.
As a Scheme needs to get agreement of 75% of number of shares voting, and 50% of number of s/h voting.
So Peabody offer would need to be really attractive to smaller s/h.

any thoughts???

cheers