“SunRice today (20 September 2018) held its 2018 Annual General Meeting in Jerilderie. At the AGM, shareholders voted on: the proposal to transfer B Class shares from the National Stock Exchange (NSX) to the Australian Securities Exchange (ASX); the appointment of an additional External Director to the Board; and the election of two new External Directors.
ASX Proposal: A & B Class Shareholders Vote in Favour
Both A & B Class Shareholders have voted in favour of resolutions that allow for the transfer of B Class shares from the NSX to the ASX. As a result of this vote, once B Class shares are listed on the ASX, current restrictions on who can own B Class Shares will be removed* and a 10% B Class Shareholding Limit will apply. Critically, a listing on the ASX retains SunRice’s dual class share structure and A Class Grower Shareholder control**. SunRice’s existing corporate structure and day-to-day operations, including the rigorous process for determining Paddy Prices for Riverina growers, will not change as a result of listing on the ASX.
Importantly, being listed on the ASX will provide SunRice with access to a deeper pool of capital, improving the ability to raise funds to accelerate the 2022 Strategy, as well as reducing business risk and increasing balance sheet strength. SunRice is subject to cyclical and unpredictable changes in business conditions, such as the drought presently being experienced in the Riverina. Accelerating the 2022 Strategy will ensure the ongoing growth and resilience of the business, so that Riverina growers can maximise their returns when planting rice is viable again.
SunRice will advise shareholders of the date of transfer of B Class shares from the NSX to the ASX once this is confirmed, and will issue an Information Memorandum for shareholders and potential investors. If a capital raising were to be conducted in conjunction with or following the ASX listing, the timing, size and method of the raising would be considered by the Board based on a range of factors, including business and market conditions.
The Board appreciates the participation of all shareholders who engaged with Directors on this issue over the past few months and who voted on the resolutions, and appreciates the support received in relation to the ASX Proposal.
Additional External Director
Shareholders have approved the appointment of an additional External Director to provide a broader range of skills to the Board, which will be especially beneficial over the coming year as SunRice addresses the present drought situation in the Riverina, as well as accelerated global expansion. The Board will retain a majority of Grower Directors (seven), alongside the four Non-Grower Directors (including the CEO).
Election of Two New External Directors
The Board welcomes the election of Luisa Catanzaro and Dr Andrew Crane as External Directors. Both Luisa and Andy have extensive experience in the agri-business sector and also in implementing expansion strategies in Asia – skills that will be invaluable as SunRice accelerates its 2022 Strategy over the coming years.
AGM Resolution Results
A Class Shareholder Resolutions
B Class Shareholder Resolutions
*Note - Employees and Non-Grower Directors will remain subject to restrictions in the Employee Share Plan Rules.
**A Class grower shareholder control refers to the right of A Class shareholders to vote at general meetings of SunRice, which gives them the right to elect Directors and approve changes to the SunRice Constitution.