Ann: Scheme of Arrangement and Demerger, page-53

According to an article I read online, Ansteel need at least 50% of voting shareholders by number and 75% of shares voted. if correct, small shareholders could easily sink this scheme. Article below:

Protest over Ansteel’s Gindalbie buy ‘unlikely’The West Australian12 Mar 2019SEAN SMITHMagnetite from the Karara mine is shipped from the project’s berth at Geraldton’s port.Gindalbie Metals has played down the prospect of a protest against Ansteel’s proposed $25 million buy-out from long-time small shareholders aggrieved by their losses on the iron ore stock.Ansteel’s 2.6¢-a-share cash offer is being rolled out via a scheme of arrangement, raising the possibility that any organised opposition could thwart the offer, which requires the approval of 50 per cent of voting shareholders by number and 75 per cent of the shares voted.However, Gindalbie chairman Keith Jones sees a revolt over the price of the offer as unlikely, suggesting the company’s 12,600 shareholders take a realistic look at its prospects.“This company has quite a long history, with highs and lows, and there would be some shareholders a bit aggrieved that their share price has declined over the past five years,” Mr Jones said.However, its shares had “traded at below 2¢ for the last couple of years ... and there is no immediate or long-term prospect of returning” to previous highs.Ansteel is chasing the outstanding 64.3 per cent of Gindalbie, its 48 per cent partner in the loss-making Karara magnetite project in the Mid West.Planned during the iron ore boom, the high-cost project has struggled to break even since it entered production in 2013. Gindalbie wrote down the value of its Karara stake to nil five years ago but remains heavily exposed via $231 million of project-related liabilities.Both the company and Karara are dependent on the financial support of Ansteel, which has managed the project since 2014.Mr Jones said a small company like Gindalbie was “ill-suited” to holding a major stake in a capital-intensive project such as Karara in a “more subdued iron ore price environment”.“The broader investment community has made that abundantly clear to Gindalbie ... and I consider it is reflected in Gindalbie’s share price,” he said.Gindalbie has endorsed Ansteel’s offer, “having regard to the operating performance of Karara, its level of debt, the potential for future dilution due to cash calls and the ongoing requirement for financial support from Ansteel”.The bid was announced along with the proposed spin-off to shareholders of the company’s Mt Gunson copper and cobalt project in South Australia via subsidiary Coda Minerals.Gindalbie said the bid was pitched at an 89 per cent premium to its 30-day volume weighted average share price.The company’s shares closed at the offer price, up 1.4¢.