So more messages came with questions, but not being on the inside I don't know any better than anyone else. Whilst its all my thinking typed out, may be that not a single word is original, unique or...or right.
- Who are the AGC directors, who makes up the board of AGC?
Firstly, the Australian Grain Champions have a web page that has a FAQ section. From there you'll see they make the comment...
"The directors of Australian Grains Champion are grower directors Sue Middleton, Clancy Michael, and Brad Jones, strategy director Samantha Tough and finance director John Corbett. The shareholders of Australian Grains Champion are WA graingrowing families who support our vision for the CBH business."
Most will know Clancy Michael and Samantha Tough are ex-CBH Directors, Mr Michael being a grower director, Ms. Tough being an Independent director. My understanding is Brad Jones & Sue Middleton are grain growers and John Corbett I don't know of unless he's the John Corbett who is Managing Director of Knight Hare the international real estate consultancy until his planned retirement in a few months time. No bios on any of them, so these are just my guesses. There's a comment section below, you can post your guesses if you like. - Who are the rest of the share holders of AGC?
I don't know, it might be listed on their web page. It gives the impression that the shareholders are "WA graingrowing families" so maybe Samantha Tough & John Corbett are Independent directors with zero shares in the company. If they do have shares despite the impression given in the FAQs I think its a bit sloppy, not nefarious. Again you can post a guess in the comment section if you want, but pays not to guess. In short before someone asks, no I don't know how much of AGC is owned by how many and who. They might tell you, just ask. One way or another you'll get an answer...albeit a no comment is possible as anything. I don't know who all the shareholders are, who owns what percentage nor do I know if any on the board are directors with a shareholding or independent directors. Be interesting to know but I haven't asked. I do not know if GrainCorp has shares in AGC, my understanding is they do not but that's only going by the AGC FAQ that says " The shareholders of Australian Grains Champion are WA graingrowing families who support our vision for the CBH business." - Do I think the offer will be successful?
Depends on your view and perception of success and at what point that is assessed.
What I mean is, whilst there's been some strongly critical comments about the White Ant clause (my term, not theirs) of $16million being growers money, it was defended as being a way to protect any loss (to AGC) due to commercial damage via their deal being used to secure a better deal for CBH from a rival company. So with less than a week left on the deadline, the very important and at times highly defended clause has been abandoned. Most peculiar, now noise about the clause being dropped and continuing noise about why won't the board let the members decide. There's a deadline on the CBH board's decision and it does look like their being rushed a little via media and social media. Very odd. Wouldn't you make an offer and if there's an expiry date, leave them to their own devices to decide, perform due diligence or does the expiry date mean nothing?
Ahh this stumped me and its likely it could go one of 3 ways.
a) It makes no difference as the initial offer was never expected to be taken
b) It was hoped it would be taken but if not an equally well planned "Plan B" was ready
In both the above cases the required number of member's signatures would probably already accounted for a special AGM to push the matter further. To the members. Which is possible seeing they mention the members deciding so often. Constantly...over and over as if the board is denying the members of a right.
Why? Think back to the media complaining about being locked out of the AGM. The members meeting. It is the one board meeting where the members get to hear about the year that was, the year that is expected to be, the financials, the ability to ask the board questions and the yes, the election of office bearers as well as all the direction members want to make part of strategy.
The AGM is the Member's Meeting.
If you think Plan A was fast, I'd expect (if this is what plays out) this Plan B will be fast also.
- - - If CBH support the offer, I'd expect AGC will have the required number of signatures already on paper to call the AGM straight away.
- - - If CBH reject the offer, I'd expect AGC will have the required number of signatures already on paper to call the AGM straight away.
At an AGM your entire board could be rolled and replaced. Possible, yes. Likely...I'd be surprised. If velocity is a part of the AGC plan I'd expect it to be counter productive but where meetings get misused is where decisions are made, without all the facts.
Generations of co-operative growth, I'd be surprised anyone wants to be rushed.
If it played out that way, would you expect AGC to lay out the full proposal in all its entirety and give the members the exact same amount of time to assess the deal as the CBH board had?
Or would you expect them to insist on an answer there and then in the meeting?
I'd be hopeful but if a wager is involved I'd back the latter but prefer the former...if you're game, post your guess in the comment section.
No I won't be taking any bets.
Thing is, its a bit disingenuous to harp on about the board not letting the members decide.
The members will because for it to happen 76% of members will have to vote for change of the structure before any float can happen.
Another thing is, if 76% wanted it floated now, they could easily call the required special meeting (AGM) anytime they wanted and make the change, throw out the board (or not) and start the proceedings to float it on the share market. That option has always been there and can be done with or without the current board's support, with or without the current board at all and at any time, with or without AGC.
The members get to decide, always have, always will whilst its a co-operative with that constitution.
Other concerns remain. GrainCorp is still a publicly listed company with a dividend policy of 20-60% after tax profits going into dividends, their dividend yield was 1.17% and their P/E Ratio is a woeful 60. They also have a foreign owned major (not majority) shareholder in ADM who could easily buy 20% of CBH and perhaps...you know by now, post your guess in the comment section. Like me you can post guesses you do or don't believe in
Oh yes I did say it could play out one of 3 ways but only mentioned 2.
Deliberate. Time for you to stop and "SERIOUSLY THING FOR A MINUTE"
There's a myriad of theories here...but a couple look more likely than others.
Are you seeing selfless, altruistic benefactors of the WA Grain Industry or opportunists hoping to seize a business opportunity...which sadly is what business is more like these days, but that's life and not illegal or nefarious.
Used to see deal makers reign once, where 2 parties thrashed out a solution that was beneficial for both parties to the point where either would happily recommend the other and happily deal with each other again. Nowadays its a little more dog eat dog or rather more hard nosed.
I'd have preferred to have seen more of a deal making process with less comments about the board not letting members decide. They can and will one way or the other
One of the more startling theories I've heard used amongst other things, the phrase false flag.
If you're going to guess best to stick to what we actually know because that theorist had me thinking Elvis, JFK and aliens on the dark side of the moon would soon be implicated. That theory was admittedly 2nd or 3rd hand so it might have gone wonky via Chinese whispers. Listen to everything, test everything. That'll help sift things and save embarrassment. As we all know Elvis lives in North Perth runs a limo service and impersonates Elvis impersonators. Life's funny and a little bit ironic like that. Honest, true story.
Well we do know the CBH Board is elected to assess such proposals, make decisions/recommendations as they have access to much commercial information the members don't have...among other things.
We know they're AICD trained and under Corporations Act have a fiduciary duty to the members. We know some are saying the board needs to work in the best interests of the growers. Who says they aren't, won't or can't.
I'm finally in agreement with John Lennon "Strange days indeed, strange days indeed"
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