APM Human Services International Limited (APM) Earnings Call Transcript & Summary

Good morning, everyone. My name is Neville Power. I'm a Non-Executive Director and Chairperson of the Independent Board Committee of APM Human Services International Limited. Before we begin today, I would like to acknowledge the traditional owners of the land on which we gather, and pay my respects to their elders past and present. As it is now just after 12 p.m. in Sydney, 10 a.m. in Perth, being the scheduled start time for the Scheme Meeting, and the Company Secretary has informed me that a quorum is present, I declare the Scheme Meeting open. I will be chairing today's Scheme Meeting. On behalf of the APM Independent Board Committee, I'd like to welcome APM shareholders, or their proxies, attorneys or representatives, who are present for the purpose of this Scheme Meeting. Thank you for joining us today. The purpose of this meeting is for APM shareholders, being all the shareholders of APM other than excluded shareholders, to vote on the proposed scheme of arrangement in relation to the acquisition by Ancora BidCo Pty Ltd, whom I will refer to during this meeting as Ancora BidCo, a wholly owned indirect subsidiary of funds advised and managed by Madison Dearborn Partners, LLC, whom I'll refer to during this meeting as MDP, of 100% of the shares in APM that MDP group members do not already own. I'll refer to this as the scheme. MDP is a private equity investment firm based in Chicago, which has raised aggregate capital of over USD 31 billion through its private equity funds. MDP, via the MDP funds, currently holds 29.08% of the shares in APM. MDP, together with other excluded shareholders, as that term is defined in the Scheme Booklet, currently hold an aggregate of 29.41% of the shares in APM. I would like to introduce my fellow APM IBC Directors participating today: Mr. Ben Wyatt and Mr. Robert Melia. Simone Blank is an apology as she is unable to attend today. Also present today are Megan Wynne, APM's Founder and Executive Chair and a Recommending Director; Michael Anghie, APM's Chief Executive Officer and a Recommending Director; Matthew Cooper, APM's Chief Financial Officer; and Peter Torre, APM's Company Secretary. I would also like to welcome Rod Somes from Computershare Investor Services, whom I will refer to during this meeting as Computershare, who will be assisting with the facilitation of, and will be the returning officer for, this scheme meeting. Finally, we have representatives from our financial advisers, UBS, and our legal adviser, Gilbert + Tobin, joining us today. In today's meeting, I will first touch on some procedural matters including logistics of the meeting and will then provide APM shareholders with an overview of the scheme. And we will then move to the formal business of the meeting, which is the scheme resolution. I will provide an explanation of the processes and procedures for asking questions and voting shortly. The purpose of the scheme meeting is to discuss and vote on the proposed scheme. Today's Scheme Meeting has been convened pursuant to an order of the Supreme Court of New South Wales made on 14th of August 2024. The meeting has been called under the Notice of Scheme Meeting dated Friday, 16th of August 2024, which was included as Attachment I to the Scheme Booklet dispatched to all APM shareholders. The Notice of Scheme Meeting is to be read in conjunction with the Scheme Booklet. Unless there are any objections, I will take the Notice of Scheme Meeting and the Scheme Booklet as read. Before commencing the formal business of today's Scheme Meeting, I would like to briefly outline the procedural matters of the Scheme Meeting. As outlined in the Scheme Booklet, the resolution to be voted on by APM shareholders at today's meeting will be decided by a poll. The proposed single resolution is set out in the Notice of Scheme Meeting. Today's meeting is being held via a wholly virtual meeting, with shareholders joining us online via the Computershare Online Meeting Platform. All attendees attending the Scheme Meeting via the online meeting platform have the ability to ask questions and submit votes through the platform. This meeting is also being recorded. And by remaining on this broadcast, you are providing your consent to being recorded. APM shareholders, or their proxy holders, attorneys and corporate representatives are entitled to vote on the scheme resolution. To provide ample opportunity for APM shareholders, their proxy holders, attorneys and corporate representatives, including those participating in this meeting online, to submit their vote, I now declare the poll open. You may vote at any time from now until I close the poll. I will provide a warning before closing the poll. The Supreme Court of New South Wales has ordered that, for the purposes of determining the eligibility and entitlement vote at this Scheme Meeting, APM shares will be taken to be held by the persons who were registered APM shareholders at 7:00 p.m. Sydney time on Monday, 16th of 2024. The eligible APM shareholders and duly appointed proxies, attorneys and corporate representatives of eligible APM shareholders are entitled to vote on the scheme resolution. [Operator Instructions] You can change your vote up until the time I declare voting closed. Please note that if you have already submitted your vote by proxy in advance of the meeting, then your vote has already been recorded. I also confirm that I hold a number of open proxies as the Chairperson of the meeting. As set out in the Notice of Scheme Meeting, I will vote all undirected proxies in favor of the scheme resolution. If you require any technical assistance during the meeting, please refer to the online meeting guide available on the platform, or alternatively contact Computershare on +613-9415-4024 for assistance. After the meeting closes, your votes will be counted by our share registry, and the results will be announced on the ASX as soon as possible. APM shareholders were given the opportunity to lodge questions ahead of the meeting, and we will have the opportunity -- and will have the opportunity to ask any questions relating to the scheme resolution later in the meeting. In the interest of all participants, please ensure that your questions are relevant to all APM shareholders and to the scheme itself. I encourage you to submit any written questions as early as possible during the meeting. [Operator Instructions] Please note that while you can submit questions from now on, I will not address them until the relevant time in the meeting. This will include any questions that we have received ahead of the meeting. I also advise that questions may be moderated, or if you receive -- if we receive multiple questions on the same topic, questions may be amalgamated together. Depending on the question asked, I will either answer it myself or ask another APM Recommending Director to respond, as appropriate. I may take a question on notice, if necessary. Before commencing the formal business, I'd like to say a few words about the proposed scheme. Details of the scheme are also outlined in detail in the Scheme Booklet, which was made available to all APM shareholders in accordance with the orders of the Supreme Court of New South Wales. The Scheme Booklet includes, amongst other things, an overview of the scheme, the key considerations relevant to each APM shareholder's vote, including reasons to vote in favor of or against the scheme, the risks associated with the scheme and a notice convening today's Scheme Meeting. The Scheme Booklet also attaches the scheme transaction documents, including the scheme of arrangement and deed poll. On the 3rd of June 2024, APM announced that it had entered into a scheme implementation deed with Ancora BidCo, under which Ancora BidCo agreed to acquire all of the APM shares not already held by an MDP group member by way of the scheme. If the scheme is approved and implemented, APM shareholders, other than those who make a valid election to receive scrip consideration, will receive $1.45 cash in total per APM share held as at the scheme record date. The all-cash consideration values the ordinary shares of APM at approximately AUD 1.3 billion and represents a premium of 74.7% to APM's undisturbed closing share price on the 16th of February 2024 of $0.83 per APM share and 23.8% to APM's volume-weighted average price of $1.17 per APM share from the 8th of April 2024, being the date of announcement of the original MDP proposal. As an alternative to the all-cash consideration, eligible APM shareholders had the opportunity to elect, subject to certain limitations, to receive all or part of the consideration in the form of shares in Ancora TopCo Ltd, an unlisted Australian public company which, via interposed entities, owns 100% of the issued shares in the capital of Ancora BidCo. Eligible APM shareholders had the opportunity to elect 1 of 2 scrip consideration options, being to receive: all of their scheme consideration in the form of Ancora TopCo shares, which I will refer to as the all scrip consideration, being 95 Series A shares and 5 Series B shares for every APM share; or part of their scheme consideration in the form of scrip consideration, which I'll refer to as the mixed consideration, being 90% of the scheme consideration as Ancora TopCo shares and the remainder as cash consideration of $1.45 per APM share held by an APM shareholder as at the scheme record date. The scrip consideration options being subject to a maximum scrip threshold and the operation of a pro rata scale back mechanism if the maximum scrip threshold was exceeded. The time for making an election to receive a scrip consideration option has now passed. The results of the election were announced on the ASX on Thursday, the 12th of September, and resulted in: 212 APM shareholders representing 278,226,578 APM shares electing the all-scrip consideration; and 30 APM shareholders representing 107,096,656 APM shares electing the mix consideration. As a result of these elections, the maximum scrip threshold was not exceeded and no scale-back mechanism was applied to the elections. If the scheme is approved and implemented, APM shareholders that have not made a valid election to receive a scrip consideration option, including those who are eligible foreign shareholders, being shareholders with a registered address in the United States, New Zealand, South Africa, Thailand or the United Arab Emirates, or who have acquired APM shares since the election deadline, will receive the all-cash consideration. The APM Independent Board Committee appointed Kroll Australia Pty Ltd as the independent expert to assess the merits of the scheme. Based on the all-cash consideration only, the independent expert has concluded that the scheme is fair and reasonable and in the best interest of APM shareholders, in the absence of any superior proposal. The independent expert has assessed the value of APM shares to be in the range of $1.40 to $1.74 per APM share. A copy of the independent expert's report is included as Attachment A to the Scheme Booklet. In making their recommendation, your Recommending Directors have considered an extensive range of issues including the overarching responsibility to act in the best interest of APM shareholders. In particular, the APM Recommending Directors identified several reasons why you should vote in favor of the scheme and a number of reasons why you may wish to consider voting against the scheme. These are set out in detail in the Scheme Booklet. Having regard to these matters and the APM Recommending Directors' responsibility to act in the best interest of all APM shareholders, your Recommending Directors believe the reasons to vote in favor of the scheme significantly outweigh the reasons to vote against the scheme. The Recommending Directors continue to unanimously recommend that APM shareholders should vote in favor of the scheme, in the absence of a superior proposal and subject to the independent expert continuing to conclude that the scheme is in the best interest of APM shareholders. I note that this recommendation is only made in respect of the all-cash consideration. The Recommending Directors make no recommendation in relation to the skip -- the scrip consideration options. I can confirm that no superior proposal has been received from a third party since the scheme was announced. The Recommending Directors are also not aware of any superior proposal that is likely to emerge. Each Recommending Director is voting, or procuring the voting of, any APM shares they have a relevant interest in, in favor of the scheme. At the time of this Scheme Meeting, implementation of the scheme remains subject to regulatory approval from the Foreign Investment Review Board and the satisfaction or waiver of customary conditions, which are set out in the Scheme Booklet, and your Directors are not aware of any circumstances that would cause any of the outstanding conditions precedent not to be satisfied. All other regulatory approvals and clearances have now been obtained. Accordingly, implementation of the scheme remains primarily subject to the following conditions precedent: the approval of the scheme by the requisite majorities of APM shareholders, which is why we are holding the Scheme Meeting today; the approval of the scheme by the Foreign Investment Review Board; the approval scheme by the Supreme Court of New South Wales at the second court hearing, which is scheduled to be held at 9:15 a.m., Sydney time, on Wednesday, 25th of September 2024; and other customary conditions precedent, which are described in detail in the Scheme Booklet. With respect to the outstanding approval from the Foreign Investment Review Board, Ancora BidCo has advised APM that based on the current statutory time frame, a decision in respect of the scheme is expected to be made by, or on behalf of, the treasurer on or around the 23rd of September 2024. As at the time of this Scheme Meeting, neither APM nor Ancora BidCo is aware of any circumstances which would cause the Foreign Investment Review Board approval condition precedent to not be satisfied by the 23rd of September. If the scheme is approved by the requisite majorities of APM shareholders at today's Scheme Meeting, and all other relevant conditions precedent to the scheme have been satisfied, including the Foreign Investment Review Board approval, the next key dates under the current indicative timetable for the implementation of the scheme are, firstly, APM will apply to the Supreme Court of New South Wales for orders approving the scheme at the second court hearing, which is currently scheduled for Wednesday, 25th of September 2024. If the court makes those orders, APM proposes to lodge an office copy of the orders of the court with the Australian Securities and Investments Commission on Wednesday, the 25th of September 2024, at which time the scheme will become legally effective under the Corporations Act. And APM will apply for the official quotation of, and trading in, APM shares on the ASX to be suspended from the close of trading on Wednesday, the 25th of September 2024. Secondly, the record date in respect of the scheme is expected to be 7 p.m., Sydney time, on Monday, the 30th of September 2024. All APM shareholders will be entitled to receive the scheme consideration of $1.45 for each APM share held on the scheme record date. If an APM shareholder sells their APM shares before the record date in respect of the scheme, they will not be entitled to receive the scheme consideration. And thirdly, the scheme is expected to be implemented on Thursday, 10th of October 2024, which is when the scheme consideration is expected to be sent to APM shareholders who hold APM shares on the scheme record date. I note that these dates are indicative only and are subject to change, including as a result of the court approval process. If the scheme is not approved by APM shareholders at today's Scheme Meeting and/or the court or any of the other outstanding conditions precedent are not satisfied or waived, the scheme will not proceed and APM will continue as a stand-alone entity listed on the ASX and APM shareholders will not receive the scheme consideration. If the required approval from the Foreign Investment Review Board has not been received, and therefore, the relevant condition precedent to the scheme becoming effective has not been satisfied, by 8:00 a.m. on the second court date, APM intends to approach the court and request that the second court hearing be postponed to a later date. The date to which the second court hearing will be postponed in these circumstances is to be determined and will be subject to the availability of the court, but the intention would be to ensure that: the second court hearing could occur as soon as possible after the Foreign Investment Review Board approval has been received; and any disruption to the balance of the scheme timetable is minimized such that the implementation of the scheme could proceed as close as possible to the current schedule, being the 10th of October 2024. Any changes to the timetable will be announced by APM on the ASX. We will now move to the formal business of this Scheme Meeting. As I noted earlier, the only item of business at this scheme meeting is the scheme resolution. The Scheme Resolution, as set out in the Notice of Meeting, is the following resolution in accordance with Section 411 of the Corporations Act. That, pursuant to and in accordance with Section 411 of the Corporations Act, the scheme, the terms of which are contained in and more particularly described in the Scheme Booklet, of which the Notice of Scheme Meeting forms part, is approved with or without modifications, alterations or conditions as approved by the court to which APM and Ancora BidCo agree in writing, and the APM Board is authorized, subject to the terms of the Scheme Implementation Deed, to a, agree to any such modifications, alterations or conditions; and b, subject to approval of the scheme by the court, implement the scheme with any such modifications, alterations or conditions. In accordance with the Corporations Act, the Scheme Resolution must be approved by a majority in number, being more than 50%, of the APM shareholders present and voting either in person, by proxy or attorney or, in the case of a corporate holder, by a duly appointed corporate representative at this Scheme Meeting; and at least 75% of the votes cast by APM shareholders on the Scheme Resolution. As described in the Scheme Booklet and the Notice of Scheme Meeting, voting on the Scheme Resolution will be conducted by way of a poll. As stated in the Scheme Booklet, in my capacity as Chairperson of this Scheme Meeting, I intend to vote all undirected and other available proxies in favor of the Scheme Resolution. The valid proxy votes received in respect to the Scheme Resolution are now displayed on the screen and are as follows: 513,615,943 votes in favor of the Scheme Resolution from 401 APM shareholders; 209,577 undirected votes on the Scheme Resolution from 18 APM shareholders, which I will vote in favor of the Scheme Resolution; and 324,274 votes against the Scheme Resolution from 36 APM shareholders. Four APM shareholders, representing 125,626 votes, who submitted valid proxies abstained from voting on the Scheme Resolution and accordingly not counted when determining whether the Scheme Resolution has been approved by the requisite majorities of APM shareholders. I would like to take this opportunity to answer questions from APM shareholders and duly appointed proxies, attorneys and corporate representatives of APM shareholders regarding the scheme or the Scheme Resolution. I will endeavor to answer your questions straight away. However, I may take a question on notice, if necessary.

Peter, have we received any questions?

Yes. Thank you, Mr. Chair. First question is from [ Mr. Stephen Mayne ]. He's asked that given that we are a Perth-based company, why is the New South Wales Supreme Court dealing with this scheme rather than the West Australian Supreme Court? Are the New South Wales judges more takeover match-fit and scheme-friendly than their counterparts in WA? The scheme can be approved by any court with relevant jurisdiction to approve it, and there's no necessary nexus between the location of the court versus the location of the company, having regard to the fact that the scheme is approved under Commonwealth legislation. We have another question, and that question is regarding whether Megan Wynne is actually in attendance, and referencing questions from an earlier general meeting. As the Chair has indicated, Megan is in attendance, and otherwise, we are dealing with questions ever been raised in connection with this meeting rather than the earlier meeting, which is now closed.

Thank you, Peter. I believe there are no further questions in relation to the proposed scheme. I therefore conclude discussions on this item of business. I will now ask APM shareholders and duly appointed proxies, attorneys and corporate representatives of APM shareholders to cast their vote on the Scheme Resolution, if they have not already done so. I'll pause for 30 seconds or so, so that all votes can now be recorded before formally closing the poll. [Voting]

Now that everyone has completed the voting process, I now declare the poll closed. APM will announce the results of the poll of the Scheme Resolution to the ASX through the Market Announcements Platform after the Scheme Meeting closes. A copy of this announcement will also be made available on APM's website. That concludes the formal proceedings and official business of the Scheme Meeting, and I now declare the Scheme Meeting closed. Thank you for your attendance today and for your support of APM.