Why did MB include the head count ?, page-2

Again I stand to be corrected

I further note that, Chapter 5 relates to  External administration. I see nothing (but I may have misread the Act), that it relates to  a scheme of arrangement to buy the shares of existing shareholders.

I assume that MB is making an offer which requires 75% of the votes cast for approval.

But that the head count has no relevance, so why is clause 3.6  there.  

CB


3.6
SchScheme voted down


If the Scheme is not approved by Central Shareholders at the Scheme Meeting by
reason only of the non-satisfaction of the Headcount Test and Central or BidCo consider,

acting reasonably,that Share Splitting or some abusive or improper conduct may have caused or contributed to the Headcount Test not having been satisfied then Central must:
(a)
  apply for an order of the Court contemplated by section 411(4)(a)(ii)(A) of
  the Corporations Act to disregard the Headcount Test and seek Court approval of
  the Scheme under section 411(4)(b) of the Corporations Act,

notwithstanding that the Headcount Test has not been satisfied; and (b) make such submissions
to the Court and file such evidence as counsel engaged by Central to represent it in Court proceedings related to the Scheme, in consultation with BidCo, considers is reasonably required to seek to persuade the Court to exercise ts discretion under section 411(4)(a)(ii)(A) of the Corporations Act by making an order to disregard the Headcount Test.