tlf67482 wrote:I have received a corporate action from my nominee account asking me to vote on the offer. The default is not to vote as I have never had this specific type of corporate action before and even though I was hoping I could just skim read the massive PDF explaining but failing to easy indicate how the corporate action matches to the options I am given to vote with am I correct if I do nothing and leave it at the default of do not vote this will not leave me in some kind of limbo? i.e. assuming the majority vote for the cash offer it will go through regardless that I decided to not to vote? Thanks
At a guess, the massive PDF is the "Scheme Document"
https://www.rsagroup.com/media/tp5ltptu ... cument.pdf (which will probably require you to get past a disclaimer to access it). Skim-reading such documents isn't at all easy until you've found your way around a few and know the general structure of them. A better technique is to do a computer search of the document for suitable key words, trying a different one if you get too many results. In this case, I tried "vot" first (to get "vote" and "voting") and got 282 results - rather a lot to work through, even skimming! - and then decided to search for "majority". That got just 12 results, and working through them quickly found the following two quotes on pages 19 and 40 respectively:
In order to approve the terms of the Acquisition, the required majority of Scheme Shareholders will need to vote in favour of the resolution to be proposed at the Court Meeting and the required majority of RSA Shareholders will need to vote in favour of the Special Resolutions at the General Meeting.
The approval required at the Court Meeting is a majority in number of those Scheme Shareholders present and voting (and entitled to vote) in person (where permitted by the Chair of the Court Meeting), remotely (via the Virtual Meeting Platform) or by proxy, representing 75% or more in value of the Scheme Shares voted by such Scheme Shareholders.
That doesn't find anything saying what the required majority is for passing the Special Resolutions at the General Meeting, but searching for "Special Resolution" gets 25 results, which can be skimmed through fairly quickly, and the 10th of them finds the information on page 41:
The approval required for the Special Resolutions to be passed is at least 75% of the votes cast on such resolution.
So basically there are three conditions for the takeover to go through:
* A simple majority of shareholders voting in favour at the Court Meeting. (Note though that I'm fairly certain that "shareholders" here means the legal owners of the registered shareholdings. If I'm right about that, it implies that if you hold your shares in certificated form or in a CREST account, you are a "shareholder" for this purpose; if however you hold them in a nominee account, you're not - instead, your broker's nominee company is.)
* A 75% majority of shares voted in favour at the Court Meeting.
* A 75% majority of shares voted in favour at the General Meeting.
Incidentally, after a few takeovers done by a scheme of arrangement one finds that these conditions are absolutely standard: such takeovers always involve a Court Meeting and a General Meeting, with those majorities required. There is one other type of takeover, done by an offer: the two types can be distinguished by the fact that shareholders of the company being taken over don't vote at any sort of official meeting; instead, they just individually decide whether they want to accept the offer. So basically, you'll get a chance to "vote" on one type, with the options basically being to vote in favour, against, or withhold one's vote, and a chance to "accept" on the other with the options being either to accept or not (you generally simply do nothing in order not to accept, though some nominee brokers might ask you to do something more active).
Gengulphus