Dear Shareholder
Transition Deed
As shareholders would be aware, Brisbane Markets Limited (BML) and Brismark executed a Transition Deed in 2023. This deed set out terms that, subject to Brismark Member and BML Shareholder approval, could create a pathway for the possibility of BML listing on the ASX at some point in the future (see Circular, 4 May 2023).
Brismark, as the wholesaling sector’s representative organisation, holds four Industry Shares in BML, which give Brismark the right to appoint four directors to the BML Board. This has been an ongoing responsibility and right under BML’s Constitution. The Industry Shares are a separate class of shares to BML’s Ordinary Shares. Having this requirement does, however, bring with it limitations in respect of some of the potential options for the strategic direction of BML, including, for example, considering the option of listing on the ASX. The existing share structure of BML presents a barrier to BML meeting the requirements for admission to the ASX. Brismark, as a Co-operative was required to seek Member approval to approve the transactions contemplated by the Transition Deed. Accordingly, on Wednesday, Brismark held a Special General Meeting of Members to consider the same.
The matter was discussed at length, with 45 of Brismark’s 46 Members present either personally or by Proxy at the Special General Meeting. A vote was conducted, resulting in 27 Members voting in favour of the Transition Deed, representing 62.7% of the total votes cast. However, a 2/3’s majority (66.67%) was required to pass the Special Resolution, and accordingly the Special Resolution was not passed and BML was advised of the outcome.
The BML Board acknowledges the efforts of the Brismark Board, particularly its Chair, Mr Gary Lower, who strongly supported the Transition Deed, but accepts the outcome of Special General Meeting.
While the outcome is disappointing, as BML will not be progressing any consideration of the option of listing on the ASX in the foreseeable future, the BML Board remains focused on a business-as-usual approach and the ongoing growth opportunities for the company. The BML Board does note that no decision to progress with an ASX Listing had been made, rather the Transition Deed had been entered into to enable that option to become available, if that was a path the BML Board sought to take. The BML Board will continue to consider all available options to continue to grow the company.
Assessment of Transition Deed
As part of evaluating the Transition Deed, Ernst & Young Strategy and Transactions Ltd was engaged to provide a limited scope assessment of certain elements of the proposed transaction. The document titled Independent Assessment of the proposed buy-back and cancellation of the Industry Shares was provided to Brismark’s Members to assist with their deliberations and was intended to be provided to BML’s shareholders when approvals were to be sought from them. It is now being made available to all BML’s shareholders for your reference and to provide background information. To view the report, please click here.
If you have any queries, please contact us at shares@brisbanemarkets.com.au.
Anthony Kelly
Chair
Shareholders interested in buying or selling shares in BML, or who need any information in this regard, may register their interest by clicking here or to sell your shares, please click here.
For more information regarding this notice, please contact BML on (07) 3915 4200.