UAC Bidder's Statement, page-5

Because UAC’s offer is structured as an off market takeover offer not a scheme of arrangement they need 90% acceptances to be able to compulsorily acquire the shares of any holders who decline to sell. They won’t get anywhere near 90% without TCI so I don’t think this is worth getting too worried about.

However, as there is no minimum acceptance condition UAC could end up as a large shareholder with IFN remaining listed. I think Iberdrola has waived their 50% acceptance condition so the risk in all of this is we end up with an illiquid listed company with limited free float and 2-3 major shareholders (UAC, Iberdrola and TCI), with UAC and Iberdrola potentially pulling in different directions.

VAH is a good eg of a company with a dysfunctional board and share register with too many competing strategic interests. Albeit VAH is a vastly different business in a different industry.