Retail voter turn out rates on schemes

Aconex, 2018: was bought for $1.6 billion by Oracle and the voting results showed 99.74% of votes in favour and in terms of the circa 10,000 shareholders, 1119 voted in favour and just 44 against so the turnout was around 10%.

Adelaide Bank-Bendigo Bank, 2007: merged in late 2007 with the Adelaide shareholders voting on a scheme but doesn't appear to have been a 50% of shareholders requirement. See results which showed 98.7% of voted stock in favour.

Afterpay, 2021: the all scrip takeover by Square-Block was very popular with 99.95% of the voted stock and 95.34% of the voting shareholders supporting it. This broke down to 2,209 in favour and 108 against which was a bit disappointing given the final annual report claimed on page 149 that it had 62,019 ordinary shareholders. In other words, the turnout was only 3.73% or 2,317 of the 62,019 holders.

Allkem (AKE), 2023: The lithium major merged with US-based Livent and chair Peter Coleman revealed before the meeting that 2081 had voted by proxy representing 53% of voted stock with 89% in favour. However, as these EGM questions show, there was no early disclosure of the head count proxies. The poll results showed....

APN News & Media, 2007: Perpetual foolishly voted down a scheme of arrangement privatisation involving the O'Reilly family, PEP and Carlyle and shortly before the GFC struck in 2007. After lifting its bid 4 times to $3 billion or $6.20 a share, Perpetual voted its 14.8% against the deal failed with only 51% of voted stock in favour, when it required 75% approval. The headcount metric saw 4,101 in favour and 1,059 against for a 79.5% mandate when APN had about 14,000 shareholders at the time so the turnout was about 37%.

Asaleo Care, 2021: A 264 page scheme book which was lodged with the ASX on April 23. Vote was on June 1 with 99.86% of shares in favour and no shareholders poll reported.

Costa Group, (9 years, 2015-2024): floated by the Costa family and its private equity partner Paine and then Paine returned to privatise the business with a $1.6 billion bid in July 2023 which was voted on in January 2024. Outcome was 98.35% of voted stock in favour and support from 75% of voting shareholders with 1,378 in favour and 458 largely small shareholders against. The last annual report stated that it had 20,046 shareholders so the scheme turn out rate was 9.16%.

Foodland Associated (FOA), 2005: first it faced a takeover bid from Metcash then Woolworths got involved and paid an excessive $2.5 billion for its NZ super-market business in a carve up with Metcash which took most of the Australian business. Was originally a Kiwi company but its last AGM was held in Sydney. See scheme meeting presentation and voting outcome announcement which stated more than 99% of voted stock and more than 96% of voting shareholders supported the deal without giving the actual shareholder voting numbers. The last annual report said it had 8,500 shareholders.

Milton, 2021: taken over by Soul Pattinson with quite a protest from the larger holders as just 255 of them generated a 17.3% against vote on the share, which wasn't far away from the 25% needed to defeat it. The shareholder number mandate was much more convincing with 3,505 or 93.22% in favour and just 255 or 6.78% against. The undirected proxies of 394 held by the chair were more than the total against vote and all were voted in favour in the poll. See voting results. As was noted in this Eureka Report column, the turnout rate was only 13% of the 29,000 shareholders and 31.6% of issued capital, confirming how retail shareholders too often just don't vote at all.

MIM-Xstrata, 2003: 89.1% of votes in favour and 58.5% of voting shareholders with 22,588 in favour and 15,971 against. Proxies discretion was 887 but vote on the day was clear majority in favour.

News Corp, 2004: produced this hard to believe voting outcome announcement which claimed 112,606 shareholders voted in favour of reincorporation from Canberra to Delaware with only 2,113 against, for a total turnout of 114,719 which is unheard of in Australia, either before or since.

Novion-Federation Centres, 2015: The merger which created Vicinity Centres was approved by 99.9% of voted shares with an 85% turn out but there doesn't appear to have been a separate poll of shareholders. See results.

Origin Energy, 2023: the mass email, texting and telephone solicitation campaign ended up producing 27,505 supporting shareholders compared with 7,835 holders who voted against. This still means around 100,000 of the 135,000 shareholders who collectively owned 25.8% of the business did not bother to vote on a pivotal change of control transaction that was defeated. Still, a 26% turnout of 35,340 Origin shareholders was pretty impressive in the circumstances and ranks quite highly on this list.

Pendal, 2022: vote was held on the Friday before Christmas at a hybrid scheme meeting. See 430 page scheme book. See text of 5 questions asked. No webcast archive as yet and was approved by 99.3% of voted stock with 3,268 in favour and 174 against. The turnout was 45.8% or 175.5m of the 383m shares on issue and around 12% of the circa 28,500 shareholders.

Redflex, 2021: a 236 page scheme book for a $175m takeover by Arizona-based Verra Mobility was lodged with the ASX on April 8 and mailed to shareholders. The vote on May 10 saw 99.8% of voted shares in favour and 93.8% of voting shareholders although this was only 302 in favour and 20 against out of the 1400 who were eligible to vote, so the turnout was just 23%.

Senex, 2022: Posco and Gina Rinehart took it private in an $840 million agreed takeover priced at $4.60 a share. The vote on March 15 saw 93.77% of voted stock in favour but only 75.89% of the voting shareholders. However, the turnout from the 13,000 shareholders was poor as 1048 voted in favour and 333 against.

Zinifex-Oxiana, 2008: it was billed as a merger of equals but only the Zinifex shareholders got to vote. 99.3% of voted shares were in favour and 97.15% of the retail shareholders with 17,369 in favour and only 509 against. They had about 40,000 shareholders at the time, so retail turnout was an impressive 44.6%. See results.

Webster, 2020: A 394 page scheme book was lodged on December 17, 2019 and physically sent to shareholders. The vote on February 6 saw support from 95.25% of voted ordinary shares and 86.83% of shareholders (488 in favour and 74 against). Webster had around 3700 shareholders so the turnout was only around 15%. Webster was one of the last companies with preference shareholders and they voted the scheme down but it was subsequently approved anyway.

Westfield restructure, 2014: the vote was going down and then they deferred the meeting and strong-armed a few shareholders to change their mind and it passed with 76.09% in favour.

Copyright © 2024 The Mayne Report. All rights reserved

• share
  Share
  • 
    Facebook
  • 
    Twitter
  • email
    Email
  • print
    Print
  • link
    Copy Link
  • cancel
    Cancel