Where Macquarie entities have interests on both sides of a scheme of arrangement involving stapled securities, the establishment of an independent board committee, engagement of an independent expert to report on related party transactions, and voting exclusions for associated entities are sufficient precautions to satisfy the FT Eastment standard at the first court hearing. A reimbursement fee capped at actual costs and within the Takeovers Panel's Guidance Note 7 threshold (here approximately 0.96% of equity value) is acceptable, particularly where it is not a 'naked no vote' fee.
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