Sydney Airport investors told to scrutinise takeover information

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But Ms Balzer said investors should closely scrutinise the scheme booklet – which will be released by Sydney Airport about a month before a shareholder vote is held – for discrepancies. “They do have this potential to argue at court if they feel they are being misled,” she said.

It is rare that a court, which must review schemes of arrangement before and after shareholder votes, rejects a proposed takeover if it is approved by a majority of shareholders (by number) voting, and at least 75 per cent (by value) of total votes cast.

But in 2016, the Federal Court rejected a proposed takeover of Kasbah Resources by Asian Mineral Resources after a small group of minority Kasbah shareholders opposed to the deal organised their own independent expert’s report that raised flaws in the takeover process.

An independent expert’s report by Kroll will be included in the Sydney Airport scheme booklet. One investor who opposes the takeover, Michael Pinn, said that it would be expensive for minority shareholders to get another expert report if they disagreed with Kroll’s conclusions but that it could occur.

Sydney Airport’s biggest investor, UniSuper, which has a 15 per cent stake, has already agreed to vote in favour of the deal if Kroll concludes it is in the best interests of shareholders.


The ASA has urged airport shareholders to attend the shareholder vote or give the ASA a “directed proxy.”

“The meeting is your opportunity to have your say and if you want to affect the outcome you need to submit a vote for or against the scheme,” the ASA told investors in an email.

Sydney Airport executives will benefit financially if the takeover goes ahead, with chief executive Geoff Culbert (who is not on the board) standing to make $9.6 million if almost 900,000 performance rights he holds are allowed to vest at $8.75 per share and if he sells the 213,291 shares he directly owns.

Sydney Airport’s board has the discretion to vest all rights if there is a change of control, according to its annual report. The takeover scheme deed also allows the board to waive vesting conditions and vesting periods or make cash payments instead of transferring shares.

Chief commercial officer Vanessa Orth holds performance rights worth $3.2 million while chief financial officer Greg Botham holds rights worth $3 million and shares worth $394,616.

Chairman David Gonski, who replaced Trevor Gerber in May, holds 119,418 shares worth around $1 million while non-executive director John Roberts, who is chairman of the audit and risk committee, holds 206,384 shares worth $1.8 million.