5 questions lodged at 2024 Kingsgate Consolidated hybrid AGM
November 26, 2024
Below is the text of the 5 written questions submitted at the 110 minute Kingsgate Consolidated hybrid AGM held on November 26, 2024. Only 1 of them was read out in an appalling exercise in censorship by the question wrangler on Zoom.
Q1. It worried me to hear the CEO welcome investment bankers to the meeting and flag future institutional placements because your 8,487 largely retail shareholders supposedly cause share price volatility. Truth be known, retail shareholders are often loyal and sticky, unlike fly by night institutional investors which often trade the dips and don't stick around. Therefore, please don't get sucked in by conflicted fee-seeking brokers and investment bankers who propose doing selective placements to the big end of town that generate quick and easy fees for them, but dilute your long term retail shareholders without compensation. If raising fresh equity capital, please do a renounceable pro-rata raising which treats all shareholders equally and compensates non-participants using a market mechanism. It's more work and risk for investment bankers, but respects the property rights of all investors.
Answer: Not asked despite repeated requests through the Zoom chat.
Q2. In April 2023 we did a $46m institutional placement at $1.50 but only proposed offering retail shareholders a $10m SPP which didn't reflect the collective ownership position of your retail shareholders going into the offer. We also also failed to offer retail investors secondary pricing based on the VWAP leading into the close, a practice which is common in the market to provide downside protection to retail investors. The SPP outcome announcement disclosed that only 528 shareholders applied for the $8.7m which was raised. However, what would you have done if 5000 shareholders had applied for the full $30,000, bringing $150m through the door? The $10 million cap was too low, unfair and reflected deliberate dilution of your retail shareholders at the expense of the unknown big end of town recipients of the placements organised by the brokers to the issue. If raising capital again before next year's AGM, please ensure that any SPP cap is larger than the preceding placement & includes VWAP-based pricing.
Answer: Not asked despite repeated requests through the Zoom chat.
Q3. Well done in disclosing the proxy position early to the ASX and for receiving strong voting support on all resolutions. Please make sure a full archive of the AGM webcast is published on your website and ideally also disclose today's poll results by both shares and shareholders so that retail shareholder sentiment is also captured and made public. Many other companies are now doing this.
Answer: Not asked and got the proxies wrong as there was a 17% vote against the chair and a near strike on the rem report.
Q4. A question on the accounts and for the auditor. When did we last run a full tender for the audit job and when are we next intending to tender our external audit work? Also, could PwC's current signing partner Craig Thomason please comment as to why we are still carrying negative equity of $84.5 million after wracking up accumulated losses of $822 million. This doesn't bare much resemblance to the market's assessment that our equity is worth $352 million. Could the chair and CEO also please comment on this enormous disparity between book and market value.
Answer: The chair and CEO didn't address this but the PwC auditor made some cursory remarks. Watch video of exchange via Twitter. The audit tender was asked again later from the floor and generated this response.
Q5. We're very close to a rem strike with 24% against. Which of the proxy advisers recommended against? How many undirected proxies does the chair hold which he can vote in favour to avoid a strike?
Answer: Not asked, but the chair had a big whinge and was then backed up by the CEO.
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