what were the

So who has read through the "compelling" reasons in the Explanatory Memorandum why we let should let Mirvac acquire our units. Let me point out some of the key reasons:
1. The Independent Expert Deloitte Corporate finance has concluded the Scheme "is not fair" (that's not a good start!)
2. Mirvac Group gets to book a statutory profit of $191.4million if the Scheme is successful (whoops - that means the unit holders in MRZ lose a corresponding amount!)
3. The acquisition is at a 36.1% discount to NTA (Remember the MRZ directors just signed off on the year end valuations as being fair!)
4. NTA per unit in MRZ is 0.85 but falls to equivalent 0.58 when you get your equivalent Mirvac securities (and with a wave of the magic wand MRZ owners generously give a signifcant portion of their net assets to Mirvac unit holders!)

Hmmm...not really doing it for me I'm afraid.
Let's press on - there must be some better reasons.

Now our independent directors are warning us of the difficulties in finding another solution to the current woes - asset sales are uncertain and a recapitalisation is tricky because it would be "materially dilutive to NTA...and the MRZ register is not conducive to underwriting". hey that is scary - let's take $0.50c for your units!! Maybe not.

Let's see if we can help the directors with an alternative.

How about a 1 for 1 rights issue price at $0.40 or a 20% discount to the Mirvac offer. Sounds pretty interesting to me and not particulary creative.
Ballpark figures allowing for costs would see teh following statistics:
Total Liabilities Falls from $489.6m to $247.4m
Net Assets Rises from $531.7m to $779.1m
Gearing falls from 44.6% to approx 22.5%
NTA post rights issue falls from $0.85 to $0.62

Gee whiz - suddenly we have a lowly geared MRZ that easily complies with banking net worth, interest cover and gearing covenants and MRZ unit holders get to keep the discount to NTA. Hands up who wants to participate in the rights issue.

Hey what do I know - I'm not being paid to look after the interests of the MRZ unit holders. My advice:
1. vote "NO"
2. go to shareholders meeting and ask the directors the fun questions like;
- Do you believe the year end property valuations were correct? If yes, why sell our assets at a huge discount?
- Why don't you give the unit holders the opportunity to participate in a discounted rights issue?
- why can other REITS successfully manage their bank lenders and raise funds from their unit holders whereas MRZ comes up with the novel approach of selling the "farm" at a massive discount?