A 'no talk' restriction period of 11 months may be acceptable at the upper end of reasonable periods where there is evidence of potential delay in obtaining foreign investment approvals. A reimbursement fee of approximately 0.5% of equity value will not prevent the convening of a scheme meeting, even where the evidence justifying the fee's components is limited, provided it is below the Takeovers Panel's 1% guideline and is not payable if shareholders vote against the scheme. A director with a substantial financial interest in scheme implementation (here, over $9.8 million) may make a recommendation in the scheme booklet where clear disclosure is made of the interest.
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