On ploughing through this massive repetitive document on page 342 one comes to a Variation Deed to the original Scheme of Arrangement published 10 March. And on page 406 and 407, we see that this amounts to, and I type it verbatim since copy/paste is not allowed on the ASX PDF doc,
(a) In clause 1.1, the definition of "Excluded Shares" be amended by deleting the words "a share held by Bidco or any of its Related Bodies Corporate at the Record Date" and replacing then with the words "a Share held by an Excluded Shareholder as at the Record Date.
(b) In clause 1.1, the following new definition of "Excluded Shareholders" be inserted: "when used in relation to the Scheme, Macquarie MPVD and its associates, but excluding Macquarie Investment Management Ltd ACN 002 867 003, acting in its capacity as : (a) trustee for a superannuation fund known as the Macquarie Superannuation Plan: and (b) bare trustee for third party investors as part of an Investor Directed Portfolio Service".
And following on page 363 one will find a new SoA modified accordingly.
Now I mention this since being embedded near the end of a rather boring massive piece of repetitive legal boilerplate, it is quite likely that it may otherwise pass unnoticed. But what does it mean, it certainly relaxes the voting exclusions on MacBnk. In fact it could easily mean that MacBnk in another guise can vote a large number of friendlies, depending on the number of investors in their Portfolio Service, to say nothing of how the Superannuation voting power stacks up.
This is not to make accusations of any deceptive or illegal practice, it has after all been prepared by Corrs Chambers Westgarth, but one wonders if it is not significant in any way then why have a Deed of Variation to change the original. Perhaps some statement of rationale would be helpful.
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AUSTRALIAN GOLD AND COPPER LTD
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