Q1. Why was Unisuper the only shareholder offered an opportunity to roll into the bid vehicle? Did any other top 20 institutional shareholders request an opportunity to do the same? Could another institutional shareholder sell their shares to Unisuper and piggy back on their privileged access or is the agreement with Unisuper only for their existing 15% stake? If Unisuper sold down to 5% before the implementation date, would they still be given privileged access on a reduced stake?
Answer: The chair John Bevan said this was a matter for Macquarie but as the largest shareholder, Unisuper had leverage and were able to negotiate a position in the private bid vehicle. He called Unisuper's position "a great vote of confidence in Qube's long term future". Watch video of exchange via Twitter.
Q2. The latest annual report says that we have 27,144 shareholders, although that number may not still be entirely accurate. How many shareholders were entitled to vote on the scheme and were you pleased with the turnout of 2326 who voted by proxy. Thank you for disclosing the proxy votes to the ASX at 9am this morning, providing for a more fully informed debate at today's meeting. What sort of get out the vote campaign did we run to get retail shareholder participation up to 8.5% and were many of those voters staff?
Answer: Qube chair John Bevan was “very pleased” with the 8.5% turnout at today's scheme meeting. In political elections we get a 93% turnout. Would be different if dividends were only paid to those who voted. Watch video of exchange via Twitter.
Q3. The AFR's Chanticleer columnist Anthony Macdonald wrote a column on May 13 where he said that Macquarie had assembled some of the world's biggest investors for this take private deal, but they and Qube just don't like talking about it? Why not? Who gave the legal advice that is okay for Qube to be sold to a MAM Box of unknown purchasers and were you surprised that the ACCC forced some disclosure of the names, such as the presence of Singapore Government entities with close to 20%. These Singapore Govt entities, Temasek and GIC, are investors in some of our major competitors. When did the board know they were in the MAM Box and why wasn't this disclosed to all shareholders?
Answer: Qube and Macquarie should have disclosed that Singapore Inc would be the largest shareholder in a privatised Qube with nearly 20% of the equity. Chair John Bevan defended non disclosure on the grounds that they are passive investors. Tell that to Melbourne Airport CEO Lorie Argus who claimed to have copped a "Spanish Inquisition" from GIC after Dexus leaked inside information to GIC about APAC's financials during a sale process that landed in court. Watch video of exchange via Twitter.
Q4. The 274 page scheme book dropped on April 23 and since then, the only update you have provided was a one page ASX announcement on June 9 stating that FIRB, ACCC and OIO approvals remain outstanding. The Federal budget was announced on May 12 and included the biggest changes to Australia's capital gains tax laws in 25 years. Did the board get any advice on whether the proposed budget changes make this transaction more or less compelling for certain categories of shareholders. If so, what did the advice say, including on any timing issues?
Answer: A straight dead bat from Qube chair John Bevan on whether the proposed CGT changes in the Federal budget make Macquarie's $11.7b takeover deal any more or less compelling. Thought I'd cause more grief with these 6 questions but he fended them all off no trouble at all. Watch video of exchange via Twitter.
Q5. The latest annual report disclosed that non-executive directors were paid $1.7 million in 2024-25, well below the $2.5 million fee cap approved by shareholders in 2023. Qube won't be publishing another annual report so we'll never know how much the directors were paid in 2025-26. Could the chair comment on where that figure is likely to land in 2025-26 and whether the directors have paid themselves any exertion payments given all the hard work they've put in to get this deal done?
Answer: Unlike chairs such as Andrew Demetriou at Capitol Health, the Qube directors did not help themselves to any “exertion payments” for all the extra work managing the takeover. If you do the right thing, hard questions become very easy to answer. Well done to the Qube board. Watch video of John Bevan handling this question with ease.
Q6. As things stand today, has the MAM consortium given any indications to any of our directors or KMP as to whether they would like them to remain with the business in some form after the deal closes? Have any agreements been reached, either formal or informal? If so, please summarise the nature of the arrangements and the personnel involved.
Answer: The chair John Bevan said all of the Qube directors will depart as soon as the Macquarie takeover completes. As for the management team, they're all being retained. Who needs the corporate memory of a board? Watch video of exchange via Twitter.
When the chair announced a 2 question limit per shareholder during his formal address, I had a crack via Twitter and then sent this message via the Computershare system to question wrangler Ben Pratt: "Don't read this out but a 2 question limit per shareholder is arguably illegal as the law requires that shareholders be given a reasonable opportunity to ask questions. Unless there are lots of shareholders asking lots of questions, all 6 of my questions should be read out in full, with no editing or censorship. Debate should not be suppressed when dealing with an $11.7b transaction." It worked and when there were no floor or telephone questions, Ben read all of these questions in full and the chair handled them with no problems at all, largely because Qube has done the right thing on multiple fronts.
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