Sims changes takeover bid voting rule

Australian global metals and electronics recycling firm Sims Ltd. has published an address from CEO Stephen Mikkelsen and has announced amendments to its constitution designed to change who votes on takeover bids and when.

Regarding its constitutional amendments, Sims board chair Philip Bainbridge characterizes them as the reinsertion of proportional takeover provisions in its constitution and a resolution to require the company to give shareholders the opportunity to vote on proposals involving certain material share issuances by the company.

“The provisions are designed to assist shareholders in receiving proper value for their shares if a proportional takeover bid is made for the company," Sims says. "In addition, a resolution is proposed to amend the constitution to require the company to give shareholders the opportunity to vote on proposals involving certain material share issuances by the company.”

The LawInsider website describes a proportional takeover bid as an off-market bid for a specified proportion of a company’s stock shares held by each shareholder when a takeover bid is being made.

Sims says the two constitutional changes passed with more than 99 percent of the shares voting in favor.

On the financial and operations side, Bainbridge told AGM delegates late last week that the company performed well during fiscal year 2025 despite a challenging environment. The Sims 2025 fiscal year ran from July 1, 2024, to June 30, 2025.

In his comments, Mikkelsen said North American metals recycling operations delivered improved profits through disciplined buying, higher intake of unprocessed material and a sharper focus on domestic sales channels.

He described Orange, California-based SA Recycling, in which it is a 50 percent partner, as having again performed strongly, increasing its earnings before interest and taxes (EBIT) contribution by 17 percent and completing several bolt-on acquisitions that expanded its presence in key United States growth regions.

The company’s steel recycling operations in Australia and New Zealand experienced headwinds from record Chinese steel exports, but that region’s balance sheet was assisted by “resilience” in the nonferrous metals recycling sector, according to Mikkelsen.

Electronics recycling and IT asset disposition (ITAD) business unit Sims Lifecycle Services delivered another strong year, with EBIT up 84 percent.

"The team continues to innovate, capturing opportunities from the exponential growth in hyperscaler data centers," Mikkelsen said.

“Looking ahead, ferrous markets remain challenged by elevated Chinese steel exports and global oversupply. However, structural tailwinds continue to build. Expanding electric arc furnace capacity is driving sustained demand for [steel] scrap, U.S. tariffs are supporting domestic margins, and accelerating adoption of artificial intelligence (AI) is fueling continued growth in nonferrous recycling and repurposed units.”