Q1. Why has it taken you so long to seek shareholder approval when this $22.5 million placement at 27c was announced in November last year? The placement capacity was set to be refreshed again anyway in November so this resolution is either superfluous or you're planning another placement in the next 3 months. Which is correct?
Answer: The chair Peter Mullens asked CEO Todd Williams to answer and the CEO stressed that the meeting is more about the fact that they're expanding the board, but they threw in the placement refresh as well. Not a good look to call an EGM just to expand the director fee cap but surely this could have waited until November's AGM. Wonder how much new director Peter Canterbury is being paid? Watch video of exchange via Twitter.
Q2. Why weren't your 1,800 retail shareholders offered an opportunity to participate in last November's capital raising on the same terms as were offered to big end of town institutional participants through a $30,000 share purchase plan offer to all shareholders? It is not too late to do a make-good SPP. Will the directors commit to seriously consider announcing an SPP offer before we gather again at the AGM in November to demonstrate that you respect your retail shareholders and to compensate for the dilution we've suffered from past selective placements?
Answer: The CEO Todd Williams at first suggested this was more a statement than a question but later pointed out that the share price fell 20% below the placement price shortly after it completed so retail investors could have bought at a discount to the placement on market. Fair point. Watch video of exchange via Twitter.
Q3. Who authorised the selective leaking of the details of this placement to The AFR's Street Talk column which published a story about it at 10.55am on November 4 last year when the broader market and your shareholders were only told about the details after it had completed with an ASX announcement that landed nearly two days after The AFR story at 9.37am on November 6. Why didn't you include the details of the planned raising in the trading halt announcement made to the ASX on November 4?
Answer: Not asked by company secretary and question wrangler Raj Chandra but watch how the meeting is prematurely wrapped up after just 14 minutes.
Q4. Why did we need 3 separate brokers - Taylor Collinson, Cannacord Genuity and SCP Resources Finance - to manage this $22.5 million discounted placement and why did we agree to pay them a whopping 6% cash fee when we claimed the placement structure was the most cost effective way to raise capital? Does the chair acknowledge that SPPs normally carry no exorbitant fees for ticket clipping investment banks and are a cheaper form of capital from reliable sticky and loyal investors. Did we run a competitive tender on the 6% fee or just agree to the demands of these self-interested brokers?
Answer: The CEO Todd Williams claimed a 6% fee on a placement was the most cost-effective way for sub $100m listed companies to raise money and the chair Peter Mullens explained that they had a previous relationship with Taylors and SCP, then added Cannacord to bring in institutional shareholders. They claimed the placement lifted institutional ownership from circa 5% to about 20%. Watch video of exchange via Twitter.
Q5. Are we intending to use the $100,000 increase in the fee cap to $400,000 to attract and retain more independent directors? Also, when is Melanie Leydin (who owns 976,800 shares worth around 350k) going to resign as a director as through her Vistra role she normally performs a compliance stop-gap director role at struggling tiddler companies. With a market cap of $171 million, we are no longer in that category. It is not good governance to have the out-sourced CFO and company secretary serving as a voting director on our small board. What is our history with Vistra? We only recently moved our registered office away from Vistra's office.
Answer: Most of this was censored by company secretary and question wrangler Raj Chandra, who did clarify that it was Vistra moving its office, not the company moving away from Vistra into its own office. You'd think a $170m market cap company could afford its own small office somewhere. The CEO answered the component about expanding the board when it should have been the chair who dealt with this. Watch video of exchange via Twitter.
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