4 questions lodged at 2025 Sandfire Resources hybrid AGM

Q1. Why did we give Australian Super such a sweetheart deal in the 2021 capital raising (see detail below) when the then 11,000 retail shareholders only took up $32 million of the $321 million retail offer at $5.40 per share with Australian Super collecting $150 million of this shortfall in addition to its $120 million allocation in the associated $285m placement. Given that the share price has subsequently tripled to $16.54 and Australian Super's 12.64% stake is currently worth $963 million, don't you owe your retail shareholders a discounted share purchase plan to make up for the significant dilution we collectively suffered at the hands of Australian Super in this poorly structured capital raising?

Answer: The chair... Watch video of exchange via Twitter.

Q2. From retail shareholder perspective, capital raising practice in Australia has never been worse. There have been 21 institutional placements above $15 million in October alone which weren't accompanied by a share purchase plan so that retail shareholders could participate on the same terms. The majority of these raisings have been done by Perth-based mining sector companies. Could the two candidates up for election today, Robert Edwards and Sally Martin, please both spell out their attitude to fairness in capital raisings and their histories as professional directors when it comes to companies which have done placements which weren't accompanied by an SPP?

Answer: The chair... Watch video of exchange via Twitter.

Q3. Which of the proxy advisers covered us this year and did any recommend a vote against any of today's resolutions, including this remuneration report item? If so, what reasons did they give and did this translate into any material protest votes? Please don't say they are confidential. It is standard for companies to be across this detail on the voting recommendations and inform shareholders where relevant. Next your, could you please disclose the proxies early to the ASX with the formal addresses so we are not left debating in the dark and having to ask questions like this?

Answer: The chair John Richards went with the old proxy adviser reports are confidential defence in justifying his non-answer. Watch video of exchange via Twitter.

Q4.

Answer: The chair... Watch video of exchange via Twitter.

Entry on the capital raisings master list about the issue raised in question 1

October 13, 2021: Sandfire Resources (SFR): announced $2.572 billion acquisition of MATSA, a Spanish copper mine, which is to partially funded by a $1.248 billion raising comprising a $285m placement at $5.40 and an accelerated 1-for-1 non-renounceable at $5.40 to raise $963 million. No overs and Australian Super under-wrote $150 million of the $322 million retail offer after taking $120m of the placement. The pricing was a 13.2% discount to the previous close of $6.22 and the TERP was $5.76 although the stock hit a low of $5.08 on October 7. No disclosure of the take-up rate in the $614 million accelerated institutional offer. The company has about 11,000 retail shareholders with Vanguard, FMR and Dimensional all sitting on around 5% before the acquisition was announced. Macquarie and Citi under-wrote the deal. The $285m placement represented 29.6% of existing capital and therefore required an ASX waiver which was granted because the 1-for-1 was fully under-written. The $321m retail offer fell heavily short with only $32.24 million coming through the door although the outcome announcement was threadbare on detail, not even pointing out the Aussie Super under-writing deal.

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