6 questions lodged at 2024 Lifestyle Communities hybrid AGM
November 12, 2024
Below is the text of the 6 written questions submitted at the Lifestyle Communities hybrid AGM held on November 12 2024, plus a summary of the answers and some video grabs via Twitter. There was no early disclosure of the proxies and biggest protest vote was 7% against chair David Blight.
Q1. Shares in our company fell 18% on the day after ABC journalist Adele Ferguson produced her critical 7.30 story which painted an unflattering picture of consumer protection at our gated land lease community villages in Victoria. Could the out-going CEO and co-founder James Kelly please provide his perspective on how this story came to be broadcast, whether it was fair in his view and how challenging it has been to deal with the aftermath? Was there any connection between this story and his retirement announcement on October 14?
Answer: The chair... Watch video of exchange via Twitter.
Q2. Could new chair David Blight provide his perspective on why Nicola Roxon suddenly quit the board in December last year talking of "my need to rebalance my portfolio" just 13 months after receiving a 99.81% mandate from voting shareholders at the 2022 AGM to serve a 3 year term. What was so unattractive about Melbourne-based Lifestyle Communities that saw the Melbourne-based Roxon leave our board after just 6 years and instead retain her position as a director of Sydney-based commercial property REIT Dexus after deciding to focus her efforts on not-for-profit chairing positions at HESTA, VicHealth and the Australian Institute of Health and Welfare.
Answer: The chair... Watch video of exchange via Twitter.
Q3. I've just retired as a City of Manningham councillor after 12 years in local government and would like to better understand how much our business model relies on avoiding or minimising state and council property taxes which collectively are now the highest in the country. What council rates do we pay and how do both stamp duty and land tax apply to our Victorian villages and their residents? Is it correct that we are rated by some councils like caravan parks and therefore pay less rates than regular retirement villages?
Answer: The CEO explained that they don't pay land tax or stamp and they pay council rates based on land value and infrastructure improvements but not the actual residences. These are apparently treated like a caravan park. Watch video of exchange via Twitter.
Q4. When Philippa Kelly succeeded Tim Poole as chair of our company in August 2019, Australian Super was our 5th biggest shareholder with 5.5%. In November 2021 Philippa was appointed chair of the Australian Super investment committee and then in March this year Australian Super heavily backed our $275 million capital raising at $16 a share, lifting its stake from 9.5% to 14.77%, largely at the expense of our 4,000 retail shareholders. Why does the 2023-24 annual report describe Philippa as being an independent chair when she was clearly affiliated with our largest shareholder? Was she involved in negotiating Australian Super's over-sized commitment to the capital raising which is now 44.4% under water with the stock closing at $8.89 last night? Is the CEO or new chair David Blight aware of any other ASX200 company where Australian Super has a 15% stake? Was there a connection between this large investment and having Australian Super's own investment committee chair as our chair? How were the obvious conflicts of interest handled?
Answer: Hopeless censorship from the question wrangler such that the chair didn't understand the question and claimed the capital raising structure was just fine. Watch video of exchange via Twitter.
Q5. Did any of the 5 main proxy advisers - ACSI, Ownership Matters, Glass Lewis, ISS and ASA - recommend a vote against any of today's resolutions, including this remuneration report item? If so, what reasons did they give and will you disclose the proxy votes before the debate on each resolution so shareholders can ask questions about the reasons if there have been any protest votes? Finally, will you disclose the proxy votes to the ASX with the formal addresses at next year's AGM as many other companies now do and will you make available a full copy of the AGM webcast for shareholders who were unable to tune in or attend live.
Answer: The chair... Watch video of exchange via Twitter.
Q6. Whose idea was it to come up with a $275m capital raising via a 1-for-6.08 non-renounceable offer at $16 earlier this year? And most critically, whose idea was it to ban your 4,000 shareholders from applying for any additional or shortfall shares when history shows that the majority of retail shareholders do not participate in capital raisings, no matter how attractive they are. The retail component was $74 million but only $12.6m in applications were received, meaning that Australian Super scooped up the full $40 million of its under-writing commitment to the retail offer, lifting its stake from 9.5% to 14.77% . Very few ASX200 companies do non-renounceable offers where the ability of retail shareholders to apply for additional shares is completely banned. Did we do this to increase the prospect of Australian Super creeping up the register and will you acknowledge this structure was designed to dilute retail shareholders as a class without any compensation for their lost property rights?
Answer: The chair... Watch video of exchange via Twitter.
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