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The security holder approval comes after a fortnight of wrangling over the proposal put forward MAp's independent directors.
Global Airports (GAp), headed by former airport executives, offered the group an alternative proposal, offering to take on the management responsibilities of MAp itself for a minimum of A$20 million in fees.
While MAp's independent directors rejected GAp's offer, two security holders, one a member of GAp, then launched legal action seeking the postponement of the security holder vote.
That legal action failed on Tuesday, clearing the way for Wednesday's special general meeting.
On Wednesday security holders at the meeting voted in favour of all resolutions associated with the internalisation plan.
Scott Frazer, the independent shareholder behind the legal action, raised his concerns to the meeting about the potential costs security holders may be exposed to under the internalisation.
However independent chairman Trevor Gerber said the NSW Supreme Court had found MAp's disclosure of the proposal and its risks was sufficient.
"MAp submitted that the explanatory memorandum was clear, concise and effective as required by ASIC (Australian Securities and Investments Commission) and the law, and that was accepted by the court," Mr Gerber said.
"So I think perhaps that puts into context some of the questions we are getting."
Mr Gerber said in a statement after the special meeting that security holders had showed strong support for the internatlisation and other resolutions.
MAp will now make a cash payment of A$345 million to Macquarie in exchange for the management rights, which independent expert KPMG valued at between A$320.6 million and A$400.6 million.
The payment will be funded by a one-for-11 non-renounceable rights issue to MAP stapled security holders to raise as much as A$358 million at A$2.30 per security.
MAp's independent directors said the process was an important step in reducing the gap between MAp's security price and the value of its airport assets.
The group has stakes in airports in Sydney, Brussels, Copenhagen and a Mexican airport group.
MAp chief executive Kerrie Mather told the meeting there had been an improvement in airport traffic in recent months, and reaffirmed the group's guidance of an annual distribution of 21 cents per security in the 2009 calendar year.
(AAP) bl
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