7 questions asked at Sydney Airport takeover meeting

February 3, 2022

Below is the text of the 7 text questions asked at the Sydney Airport takeover meeting held on February 3, 2022, all of which were duly read out in full, albeit sometimes broken up into separate missives. When the transcript arrives we'll have a fuller account of the answers.

1. As one of your tallest and smallest shareholders, I'd like to ask 6 brief questions at today's scheme. That's 1 for each of the 6 shares held. First up, why weren't all Sydney Airport shareholders given the same opportunity as Unisuper to roll their holding over into the bid vehicle? Does the chair think a product should be developed to allow retail investors to do this at scale in future bids?

2. Many thanks to the directors for agreeing to release the proxy votes to the ASX before the scheme meeting started along with the formal addresses. When announcing the outcome of the poll, could you also disclose how many different retail shareholders were entitled to vote so we can get a sense of the turnout? If you know that figure now, please advise the meeting. In other words, how many different electronic and printed ballot papers were generated for this voting event? Was the chair surprised that 3,607 or 20.43% of retail shareholders who voted by proxy opposed the takeover? Why was opposition so strong?

Answer: the most surprising comment of the meeting was Gonski's reply that there was somewhere between 120,000 and 130,000 eligible voting shareholders. How can this be so inexact?

3. Takeover defence is often very expensive with the bill ultimately paid by the acquiring company and in many circumstances, the full amount is never publicly exposed. Could the chair please advise what is the total amount of cash to be paid to all advisers for working on the deal, including any success fees which were based on the size of the transaction. Was the 15% Unisuper shareholding excluded in the calculation of success fees based on the value of the deal?

4. Chairman, why do so many companies where you have served as chairman or a director end up being takeover over? Hoyts was bought when you were chair, you tried and failed to sell ASX to the Singaporeans and then Fairfax Media, Coca Cola Amatil and Westfield disappeared, albeit after you had retired from those 3 boards. Are you too agreeable when it comes to takeover bids, particularly considering the surprisingly large retail shareholder vote against this Sydney Airport privatisation deal. Would you prefer that your record featured more long-term listed Australian companies big enough to survive for decades as independent entities?

5. The old Macquarie Airports used to be one of the biggest global privately owned airport operators. Then the GFC hit and it has been shrinking itself to glory every since, culminating in today's sale of what was the first of many airport assets purchased by Macquarie. John Roberts is the longest serving director with a knowledge of all this history. Could he please comment on whether this staggered liquidation of a global listed airport owner was the right strategy given airport valuations today.

Answer: John Roberts was on the call but wasn't able to talk so the chair handled it.

6. Is it correct that the Federal budget will receive a windfall benefit of more than $1 billion based on the capital gains tax triggered by this tax ineffective all cash deal, which was opposed by many shareholder who wanted to retain their shares, not be forced to convert to cash, some of which is then being diverted to Canberra.

Answer: chair said this "far beyond my pay grade" and that only individual shareholders and their advisers would be able to comment on this. However he did observe that "you seldom pay tax if you haven't made a good profit".

7. Could a full transcript of the debate please be lodged on your website?

Answer: Strangely, the chairman started by asking: "is this a debate?" Then he confirmed that a full transcript would be published online.