Running Commentary on the SP Movements., page-4647

"I am thinking it will be a consortium and be a full takeover as the idea would be to have AVZ delisted from the ASX. A 51% shareholder may have control of AVZ but they will be required to adhere to ASX requirements through continued listing on the ASX if over 90% of the shares are not taken out in the takeover."

A TO ( to use your terminology) does not need to be hostile and then satisfy the 90% rule, there are far simpler and easier and cheaper methods of gaining control of a company.

Remember that NOT all shareholders vote at AGM or on a s249D or for any SOA.

It is usual for about 30% of the shareholders to vote, the rest are apathetic.

So if an offer comes in from an outside party by way of a Scheme of Arrangement (SOA) and lets say there are 10,000 shareholders and 1 Bil shares on issue

If 30% vote,. for a SOA to get up and be approved, it will all depend on two requirements being satisfied.

1) the number of people who vote ( ie heads) in person or by proxy, MUST get 50% plus 1 vote (Minimum) of the number of heads that vote, so lest say 30 % vote ( ie 3,000 heads) then 1,500 heads plus 1 head will satisfy the first leg).

2) the number of votes cast MUST exceed 75% of the total votes cast , so if the 3,000 people who voted used 100, Mil shares, then for the SOA to get up , the second leg of 75% plus 1 share will satisfy. (Ie 75 mil plus 1 =75,000,001)

IF NOT then the SOA fails.

It is not usual for hostile take overs these days, they simply force the price up because shareholders refuse to sell

With a SOA as longs as teh 2 legs set out above are satisfied , the company is taken over with only a small amount of shareholders and votes being able to do so. ( 1,500 shareholders = 15% of total shareholders)

CB