RE: As the dust settles16 Dec 2021 09:51
Hi Lunch - the thing about the cash box mechanism is that it's a blatant workaround of the statutory pre-emption rights, which are there to protect all shareholders, small and large, against dilution. The pre-emption rights apply when shares are issued for cash consideration. The cash box structure uses an SPV and payment in redeemable preference shares, so it's technically not cash consideration which means that the pre-emption rights don't apply. It may be legal but IMHO it's not in the spirit of the rules and having looked into it a little after Solg's usage it seems the Pre-Emption Group doesn't see it as different from a normal placing and recommends that it should be used on a "soft pre-emptive" basis, which is what Solg did when BHP, NCM etc all participated. Which is to say that it was OK with the major shareholders' blessing, but if Solg tried to keep using repeatedly and without BHP's and NCM's agreement I think they would kick up a huge stink as Addicknt just said.
They are already using best governance practice as a stick to beat Solg with in terms of election of board directors and NM's influence. If Solg tried to get too cute and used a cash box placing against BHP's wishes I think they would make a huge noise about governance, shareholder dilution etc, which might be hard for all of our other institutional investors to ignore now that they all claim to make ESG part of the very fabric of their investment outlook. The last thing Solg need's is a more widespread shareholder revolt whipped up by BHP acting as the ESG white knights.