Partly paid shares that are 'out of the money' do not constitute a separate class from fully paid shares where the Black-Scholes option valuation methodology has been consistently applied across all tranches to preserve value relativities. Performance rights holders receiving additional benefits under vesting and cancellation deeds do not form a separate class where each shareholder receives the same benefit for their shares under the scheme. A break fee marginally exceeding 1% of equity value is not a barrier to convening a scheme meeting where it is not likely to coerce shareholders or deter competing offers.
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