small shareholders to decide fate of scheme

The 2005 Annual Report shows there was 16,681 shareholders in Hardman as at 30 September 2005(Refer page 85 2005 Annual Report).

A quick review of the Exp Memo indicates on page 133 that the top 10 shareholders hold 31.2% of the share capital as at 13 October 2006.

Page 15 of this Exp Memo indicates that the scheme will only be implemented if agreed to by Hardman Shareholders on the 18 December 2006. This requires the Resolution to be passed by "a majority in number (more than 50%) of Hardman Shareholders present and voting at the Scheme Meeting (either in person or by proxy)" and at least 75% intotal number of votes cast.

Doesn't this mean that the scheme will only be approved if the majority of the estimated 16,000 small shareholders who vote for it - vote in favor of it (ie. a small shareholder of say 1,000 shares voting against it carries the same weight as a Top 10 shareholder voting in favor of it).

If this is the case then I suspect it will be the proxy votes of the small shareholders that will determine the outcome of this scheme rather than any recommendation of the Board.

Regards

SP