This part of the TOP reasons document is the interesting part...

This part of the TOP reasons document is the interesting part IMO, it issues a warning for future takeover target directors:


[46. However, we note that the condition of the scheme referred to in paragraph 6 is drafted broadly, and catches injunctions in foreign jurisdictions that may be made on grounds that would not be recognised as appropriate in this jurisdiction. With the benefit of this experience, it may be wise for target directors in future to consider very carefully the drafting of these conditions. ]


I believe the paragraph (6) they refer to in the SIA in the above is as follows:

[Termination
The Scheme Implementation Agreement may be terminated
in certain circumstances, including by either party giving
notice to the other if:]:

[• any court or Regulatory Authority has issued any order,
decree or ruling or taken any other action permanently
enjoining, restraining or otherwise prohibiting the
Scheme, or has refused to do anything necessary to
permit the Scheme, and the parties fail to agree on
conducting on appeal within five Business Days;
]

This paragraph above almost looks to be drafted in preparation of the injunction that was obtained in this case.

I think this case sets a dangerous example for future takeover activity, in particular international takeovers.