Thanks for your take @TerribleTadpoleI think it's a question of...

Thanks for your take @TerribleTadpole

I think it's a question of semantics......i concur that the report does not have to include 'fair and reasonable' - but the conclusion of the report (ie in or not, the best interests of shareholders etc) - does need a guiding principal to make that conclusion. If it could be shown that in constructing the report, the questions ... is this fair to the shareholders? and secondly, is it a reasonable with respect to the shareholders? should be a test that can be presented in producing evidence for the conclusion.

Your clever little scenario regarding someone that wants to buy your house:- well and offer can be fair (above market price) but may not be reasonable, for other factors (say there is major infrastructure upgrade to the locality) - ie likely to increase the market value of the house in the near term.

Which is a similar situation to what we have now. with the scheme.

The proof of course are the results of the two votes:-

Should the expert report conclude that the scheme is in the best interests of the shareholders, (and therefore the 'diligent' expert would look at 'fair' and 'reasonable' criteria), then:-

If both headcount and shareholding (conditions precedent) fall over.... then the expert report is either not using a 'fair and reasonable', test and so quad et demonstratum , not in the best interests of the shareholders, as the shareholders have rejected it.

If either of the headcount or shareholding vote fall over, then it can be concluded that either of the fair, or reasonable tests have not passed shareholders wishes.

In both of these situations, the expert's report must be in some way flawed.

So this is the crux of the point i am trying to make, is that the expert report, must have both a 'fair' and 'reasonable' test in coming to a conclusion.

Cider sounds good - what's your tipple ?