Carnaby Resources shareholders supplied strong proxy backing for Evolution Mining’s proposed takeover, with 94.99% of proxy votes cast in favour. The final poll result was not included in the announcement, leaving Court approval as the next major hurdle if the scheme passes.
- 94.99% of proxy votes supported the scheme
- 78.57% of represented shareholders voted in favour
- Final poll result remains pending
- Shareholders would receive 0.0682 Evolution shares per Carnaby share
- Second Court hearing targeted for 29 October
Proxy Vote Shows Strong Support for Evolution Scheme
Carnaby Resources Limited (ASX:CNB) entered its scheme meeting with a sizeable lead in the proxy count, as 117.55 million votes, or 94.99% of votes represented by proxies, were lodged in favour of Evolution Mining Limited’s (ASX:EVN) proposed acquisition of the Carnaby shares it does not already own.
The support was also broad by shareholder count: 209 of the represented shareholders, or 78.57%, backed the resolution, against 30 shareholders and 4.58% of votes opposing it. A further 529,646 votes were open and available to be cast at the proxy holder’s discretion. Those figures are encouraging for Evolution’s bid, but they are not the final poll result. Carnaby said that result would be announced separately after the meeting.
The vote follows the scheme booklet shareholder dispatch, which set out the transaction and the independent expert’s view that it was fair and reasonable, and in shareholders’ best interests in the absence of a superior proposal.
Board Recommendation and Independent Expert Support Continue
Carnaby’s board continued to unanimously recommend the scheme, subject to there being no superior proposal and the independent expert maintaining its conclusion. The chair confirmed that no superior proposal had emerged by the time of the meeting and that BDO Corporate Finance Australia continued to regard the scheme as being in shareholders’ best interests.
Under the proposed consideration, eligible Carnaby shareholders would receive 0.0682 new Evolution shares for each Carnaby share held at the record date. Ineligible foreign shareholders and non-electing small parcel holders would instead have their entitlement sold through a sale facility, with the proceeds distributed to them.
Two Approval Tests Still Govern the Deal
The scheme requires approval by more than 50% of shareholders present and voting, as well as at least 75% of votes cast. Evolution and other excluded shareholders are not entitled to vote, while abstentions are excluded from the votes cast for the purposes of the approval thresholds.
Even if the shareholder resolution clears both tests, the transaction still requires approval from the Supreme Court of Western Australia and satisfaction or waiver of the remaining conditions. The court clearance for the vote had already allowed Carnaby to convene the meeting, but it did not itself approve the scheme.
Court Hearing Targeted for 29 October
If the requisite majorities approve the scheme, Carnaby expects to return to the Supreme Court on 29 October 2026. The indicative timetable points to 30 October as the last day of trading in Carnaby shares, with implementation targeted for 10 November and trading in the new Evolution shares expected to begin on 11 November.
Those dates remain conditional. The immediate question is therefore narrower than the takeover’s broader strategic rationale: whether the strong proxy support translates into a formally successful poll, and whether the Court then permits the transaction to proceed.
Bottom Line?
The proxy numbers point to a favourable shareholder vote, but the takeover has not crossed the finish line until Carnaby publishes the poll result and obtains Court approval.
Questions in the middle?
- Did the final poll satisfy both the headcount and 75% voting thresholds?
- Will the Supreme Court approve the scheme at the scheduled 29 October hearing?
- Will the indicative 10 November implementation date hold once all conditions are tested?