A Scheme of Arrangement is a procedure under Part 5.1 of the Corporations Act that allows a company to reconstruct its capital, assets or liabilities with the approval of its shareholders and the Court.
In the context of Nearmap, the Scheme is a proposed acquisition by Thoma Bravo of Nearmap to be implemented by way of a scheme of arrangement under Part 5.1 of the Corporations Act between Nearmap and Nearmap Shareholders under which, if implemented, all of the Nearmap Shares held by Scheme Shareholders will be transferred to Thoma Bravo for $2.10 cash consideration for every Nearmap Share.
For the Scheme to proceed, the resolutions at the Scheme meeting must be approved by at least 75% of all votes cast by Nearmap Shareholders (in person or by proxy, attorney or corporate representative). The Scheme must also be approved by a majority in number of all Nearmap Shareholders and voting (in person or by proxy, attorney or corporate representative) at the Scheme meeting, sometimes referred to as the ‘headcount’ test.
The Scheme also requires the approval of the Court.