re ann implementation scheme, page-13

What is the rationale for the Scheme of Arrangement?
I could not see any statement as to why the company wants to do it but maybe I missed some fine print. Perhaps the company feels no responsibility to smaller shareholders and is acting without regard, even though a Scheme Meeting is called for on 6 December. Presumably the major shareholders have already given the green light.
On the other side of the picture, what are the implications for existing Australian shareholders? The SP has halved since the announcement and so I have to ask why it is such a bad deal?