6 written questions submitted at 2024 PSC Insurance scheme meeting

Q1. How many shareholders were eligible to vote on today's takeover and how many did so before the proxy voting deadline on Tuesday at 9.30am? What sort of solicitation campaign did you run to maximise retail shareholder participation in today's vote and thank you for opening online voting half an hour before the meeting started today?

Answer: the microphone wasn't turned on so couldn't hear the answer from the question wrangler, company secretary Stephen Abbott, via the webcast but CEO Tony Robinson provided the following written response: "All shareholders were eligible to vote across the two subsets of the scheme each with their own scheme meeting. The success of the scheme depended on getting support at both scheme meetings. In the scheme meeting that covered the shareholders receiving 100% of their consideration in cash there were a total of about 218m shares and about 2,400 shareholders of which about 119m voted (459 shareholders) of which 99.98% by shares voted in favour. The solicitation program has as its base the regulator process ie creation of a scheme booklet which is provided to shareholders and is made public. In addition we ran a mailout program and a call out program encouraging participation."

Q2. Australia is currently in the midst of an unprecedented deluge of takeovers that has contributed to listed entities on the ASX falling by 7% since January 2023 to a 15 year low of 2,126, including 19 months straight of declines. The ASX is losing long standing names such as CSR, Boral, Blackmores, Alumina, Coca Cola Amatil, Sydney Airport, Invocare, OZ Minerals, Newcrest, Crown and Ausnet, which have all disappeared over the past 3 years. Now PSC is going as well. Do the chair and CEO think this is a problem for the nation?

Answer: Not asked on the day because company secretary and question wrangler Stephen Abbott declared it irrelevant. CEO Tony Robinson provided the following written response 5 days after the meeting: "I think the good news in the above is that it's a clear indication that businesses today have access to capital from more sources than on the past. The numbers you note may also reflect the changing structure of the broad capital markets including the growing amount of money invested in passive funds or a product of larger savings pools such as Australia's large pools of saving in our industry funds who are often active participants in privatisations that are part of those departures. It also maybe cyclical as the number of new businesses listing seems to have been low for a number of years."

Q3. Thank you for offering shareholders a hybrid scheme meeting today with both online voting and online questions. This is best practice. Will the full webcast archive be published on your website until at least the implementation date for the benefit of PSC shareholders unable to tune in live online?

Answer: Not asked on the day because company secretary and question wrangler Stephen Abbott declared it irrelevant. CEO Tony Robinson provided the following written response 5 days after the meeting: "That is not our current intention."

Q4. Congratulations on achieving this $2.23 billion takeover exit after just 9 years as a public company. Yours was a public company that really did work hard to stay below the radar, as evidenced by the fact you only attracted 2,300 retail shareholders during your nine years as a public company. Why did you do that and what proportion of the company is owned by retail shareholders? And why weren't all shareholders offered a chance to roll into the bid vehicle?

Answer: Not asked on the day because company secretary and question wrangler Stephen Abbott declared it irrelevant. CEO Tony Robinson provided the following written response 5 days after the meeting: "Firstly thank you. I should note that the company existed for longer than 9 years ie it was listed for only a portion of its life. I am disappointed that you believe we remained below the radar as we worked hard to be on everyone's radar. We worked with a number of broking houses through our capital raising to help lift our capital markets profile and worked hard to expand the number of broking firms whose research arms provided research coverage. We had over 6 significant market players providing research at the time of the scheme."

Q5. PSC was founded and primarily built by chair Paul Dwyer, deputy chair Brian Austin & CEO Tony Robinson who all worked together at OAMPs until Wesfarmers bought it for $700m in 2006. Wesfarmers subsequently sold its entire insurance operation to US firm Arthur Gallagher for $1.1b in 2014. We went public in 2015, raising $43m from public investors at $1 a share and 9 years later we're being bought for $2.23 billion. Well done indeed. We announced more than 20 small acquisitions whilst listed. Which were the best 3 of these in delivering today's outcome?

Answer: Not asked on the day because company secretary and question wrangler Stephen Abbott declared it irrelevant. CEO Tony Robinson provided the following written response 5 days after the meeting: "It is really lovely to see a shareholder write a question as an owner. As you note we ( being you, other shareholders and the other stakeholders ) did a lot of acquisitions. The best will always be the first as without it there is no start. Almost all have made a significant contribution to our success as the acquisitions alway bring really capable people into our business and that is what drives success. Two strategically important ones where our first step into the UK via Carroll's and then our first step in to the international wholesale market in the UK via the acquisition of Paragon."

Q6. This PSC deal is a great triumph for Australian corporate success, although consumers wondering about all these rising insurance premiums might have grounds to ask how a company like PSC has been able to create so much value so quickly, just by clipping the ticket between insurers and customers. What did the chair and CEO think of the recent 4 Corners attack on Steadfast over strata industry conflicts and hidden commissions and are their rising regulatory risks for those shareholders rolling into the bid vehicle?

Answer: Not asked on the day because company secretary and question wrangler Stephen Abbott declared it irrelevant. CEO Tony Robinson provided the following written response 5 days after the meeting: "I think the comment about ‘clipping the ticket' misunderstands the role that brokers play in each of the markets in which brokers operate (eg equity broking, insurance broking, mortgage broking etc). Brokers help drive ideas, efficiency, competition, advice and execution. Perhaps the lessons from the banking inquiry that highlighted the problems with vertical integration are relevant to the strata industry more than the role of the broker."

Copyright © 2024 The Mayne Report. All rights reserved

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