Second strike is a forgone conclusion. At last year's AGM, 23.5M votes were cast on the REM report resolution. Excluded from voting was Michael's, Adrian's, and Peter's votes along with some others. The same again will apply this year. This means that none of their votes will count this year. So, out of ~197M votes on issue, upwards of 25M will automatically be excluded from consideration. Of most of the remainder, few if any holders would be considered loyal to Michael or (maybe) to Adrian. Measured in context, the only thing that matters for such shareholders is market performance and success. Given however that at the time of last year's AGM, the SP was 18c, it is now 3.5c lower than this again, those shareholders are unlikely to be positively responsive to anything that Michael might be saying or may be promising.
Going forward, and with the exclusions in place, the chances of a second >25% against adoption strike occurring is both very high, very real and very certain of happening.
If then the second strike were to get up, the corresponding spill resolution would then be put to a vote (most likely as the very next resolution on the agenda). The threshold here would be 50%+ of eligible votes cast in favour of the spill (so 50% + 1 of votes cast). Again, the various voting exclusions would apply and given that the spill resolution would be a rolled up resolution, none of the directors /KMPs would be able to vote.
If then successful, a further meeting, being the spill meeting would need to be convened within a further 90 days in which to then to elect new, replacement or reaffirmed directors. Measured in context, this further meeting would, on 2016's timetable have occurred on or by 24 February 2017, just before the H17 results were released on February 28. This time next year however they won't be so lucky. So, this would then either likely mean that the H18 results would be brought forward, or an earlier arranged meeting put in place (circa, January 2018), or (like with with TAU) an attempt made to then adjourn the meeting to a later date (but for which there is actually no allowable provision under either the Corporations Act or under the Listing Rules.
In other words, faced with a second strike happening, Michael would then have to pull some spectacular results out of the bag in order to then avoid the spill meeting occurring just prior to or about the time of the likely release of the H18 results.
So, the chances of there being an actual spill meeting is minimal because almost certainly, if faced with a second strike either happening or having occurred, both Michael and Adrian will then very quickly exit the Board rather than then face either a triple or even quadruple humiliation possibly occurring.
In my view however even in the face of any spectacular results happening in the next 6 months, a second strike could still very well occur. The difference, right now, is between whether it will overwhelmingly occur, or whether it will only just occur, but regardless, the odds are now stacked against Michael and Adrian surviving the next AGM. Neither of them control the share register which is quite fragmented and neither have shown to date what it takes in order for them to either shore up the register, coalesce the register or to secure loyalty and support.
For these reasons, I reckon that last year's 38.55% against is now hovering in the low - mid 40's range. So, not only do they have to bring this back. They have to bring it all the way back to sub-25% (but in reality, in order to banish the demons away, then need to actually get the figure back to the low or sub teens. With Michael and Adrian in charge, I doubt that this is even remotely possible. After all, take a look at TAU. They're still waiting on that adjourned general meeting from December happening (by January, then by March, and now out to April or beyond). To therefore quote from the H17 report:
**** On 31 October 2016 the directors announced to ASX that it would convene an EGM to consider the QR demerger of its tourism, property and investment assets.
**** A Notice of Meeting was sent to shareholders on 22 November 2016, however, the meeting scheduled for 22 December 2016 was ultimately adjourned due to a technical error in the Notice of Meeting.
**** At the date of this report, the directors are finalising an amended Notice of Meeting for an EGM to be held in March 2017 to consider the QR demerger, the Cashwerkz acquisition and other related matters.
To date, no such notice has issued, so any meeting, even if it were to happen now, would not be until late April or later (if, at all). If TAU is proving to be a handful to manage, then clearly AHF is far more than a handful, not the least of which is because they are trying to manage a Victorian based, regionally situated business from out of the confines of a Brisbane office block. Geoffrey Blainey's: Tyranny of Distance certainly rings true here. And with this goes quite literally any hope of Michael surviving the upcoming second strike, + spill motion. Imagine, in preparing the notice of meeting, having to include in as one of the resolutions, the spill motion resolution. To even contemplate this happening is in itself a testament to a complete failure of governance, shareholder engagement, participatory behaviour, adherence to strategic direction, effective business execution of a uniquely leveraged and organised business model on the board's part and especially on that of the Chair.
Equally, from an independence perspective, Michael is certainly not considered independent. Nor for that matter, Peter. Equally, given Adrian's enduring tenure on the Board (now >6 years), it is very likely that under the ASX Listing Rules, he would no longer be considered as an independent director. Therefore, we presently have a board 100% comprised of executive rather than non-executive directors, going by the ASX's own corporate governance guidelines. This, in itself, is also food for further thought.
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