Nearmap Investors Rally Together To Block Thoma Bravo, page-26

Cant totally agree, even though I would like to see the Scheme defeated on all fronts.

From the 2021-22 NEA annual report, we see that the top 20 shareholders control approx 58% of shares.
BUT
The distribution number of shareholders by holding size is (pg 145 of Annual Report)
For the scheme to be approved, of THOSE VOTING st meeting 2 conditions MUST be met.
1. Over 75% of shares (1 vote per share)
2. Over 50% of shareholders ( 1 vote per HIN)

There are over 20k shareholders who would most likely be ‘small retail’ shareholders with under 10K shares.We need mobilise proportion of those to vote NO via proxy and their numbers will overwhelm the effect of the big shareholders (eg the top 20) who may well hold the majority for passing condition 1.
Not sure, but I think Thoma-Bravo is excluded from voting.
So the big task is to mobilise the small holders to be MOTIVATED TO VOTE and to lodge a proxy vote by paper, or even more simply by the internet
AND to VOTE NO to the scheme.

How can we reach and motivate this ‘silent’ likely majority?
I enquired of share registry and fee for getting copy of register is around the $1500 mark (from memory).
What shareholder ‘contact information’ is provided ( postal address, email, tel) I do not know.
Are there people interested on mounting a NO campaign, as I am sure the NEA board/mgt will be doing everything they can to put out propaganda pushing the outcome that suits them.

From latest NEA Annual Report(A)
DISTRIBUTION OF ORDINARY SHARESThe number of shareholders, by size of holding, are:
Range holders. Shares
1–1,000 10,914 5,830,132
1,001–5,000 10,148 26,667,207
5,001–10,000 3,021 22,858,197
10,001–100,000 3,009 80,505,742
100,001 and over 230 364,193,486
Total 27,322 500,054,764