ARN Media Limited (A1N) Earnings Call Transcript & Summary

Good morning, and welcome to the Annual General Meeting of HT&E. My name is Hamish McLennan. And with me in the room are my fellow directors, Belinda Rowe; Roger Amos; Paul Connolly; and Alison Cameron, who is a recent appointment. Also joining us are our CEO and Managing Director, Ciaran Davis; and our CFO, Andrew Nye; Company Secretary, Jeremy Child; and Louise King, our auditor from PwC. I'm informed there is a quorum present and accordingly, declare the meeting open. This is the third year that we've had our AGM online since the advent of COVID, and we have become familiar with using video conferencing for meetings, and online is now a common format for AGMs. I will, however, provide instructions for raising questions and voting prior to the formal part of the meeting. 2021 was a year of significant milestones for HT&E, delivering a number of key strategic priorities and placing the business in a very strong position to drive continued growth in 2022 and beyond. The radio industry bounced back strongly in 2021 with the role the medium plays for both audiences and advertisers enhancing further. ARN's ratings and commercial success has continued, and the company remains the best-performing audio business in Australia with total listening with our stations now reaching 5.4 million people weekly. We also maintain our place as the #1 podcast publishing network in the country. This market-leading ratings performance, combined with a strong commercial offering, resulted in an improved revenue and earnings performance compared to 2020 despite lengthy lockdowns in the key Sydney and Melbourne markets. The long-running taxation dispute with the Australian Taxation Office was settled in October 2021 for $70.71 million. The settlement was considered a fair and reasonable outcome for the company. The dispute had been protracted with assessments first issued in 2018. And as part of assessing the best outcome, the Board considered the length of any ongoing dispute, potentially costly litigation and the overall level of ongoing uncertainty. Whilst HT&E has always remained satisfied that its treatment of the branch matter was consistent with relevant taxation legislation, the Board viewed the settlement arrangement as being in the best interest of shareholders as it removed potential liability on our balance sheet for a substantial amount of tax, interest and penalties. The Board has always focused on identifying the right opportunities to drive shareholder value. And in November, we announced the acquisition of 46 regional radio stations from Grant Broadcasters, the leading regional radio broadcaster in Australia, for $307.5 million. Strategically, this transaction fits very well with HT&E's growth ambitions. It allows us to expand our audience base and fast-track the delivery of digital audio content and advertising opportunities across the country. The combined businesses will create a truly national broadcast network of scale made up of 58 stations across 33 markets. There is potential for significant digital audio expansion to new audiences by accelerating the rollout of ARN's established iHeartRadio platform into regional areas. It will also enable us to provide nationally integrated commercial partnerships for clients, giving them access to more than 1/3 of Australian consumers in one transaction. As part of that transaction, Grant Broadcasters became a substantial shareholder in HT&E. And we welcome its former CEO, Alison Cameron, to the HT&E Board. At this point, I would like to acknowledge the value that Alison brings as a director. She has a wealth of regional and radio expertise and is providing critical continuity of knowledge as we bring these 2 businesses together. HT&E continues to be a great -- in a great financial position with one of the strongest balance sheets in the Australian media sector. As of the 31st of December, the group was well capitalized with $189.1 million net cash and access to undrawn debt facilities. We expect to maintain debt levels going forward equivalent to around 1.5x EBITDA, an appropriate level of gearing that will provide sufficient flexibility for HT&E to pursue future growth opportunities. As part of establishing an appropriate capital structure post the acquisition, we exited our interest in oOh!media, realizing a before tax gain of $31.1 million on our initial investment. The Board reinstated dividends in June of 2021 with an interim dividend of $0.035, and we have now declared an additional final dividend of $0.039, together amounting to a full year total dividend of $0.074. The accretive share buyback continued through the year with over 3 million shares, 1.1%, bought at an average price of $1.66. Soprano, an independent software business in which HT&E holds a 25% stake, continues to perform well and delivered record revenue, gross margin and earnings growth. We continue to work with Macquarie Capital exploring liquidity options for HT&E's stake in Soprano. Against the backdrop of these achievements, I believe the company is exceptionally well positioned to take advantage of future audio opportunities and provides an extremely attractive investor proposition for shareholders. Firstly, we have a track record as the leading radio broadcaster in the country with #1 ratings performance for the past 19 surveys. Our focus is to increasingly leverage the investment that we are making in our talent and content across all of our distribution channels, growing new audiences and providing more commercial opportunities. We look forward to the continued reopening of the economy post-COVID, which will benefit key radio categories like hospitality, events, tourism. And we are continuing to grow our commercial share in this improving advertising market. Secondly, our expansion into lucrative regional markets will deliver a national network for ARN at 58 stations across 33 markets. The Grant Broadcasters acquisition is in the sector of media we know well and provides pro forma HT&E group revenues of $330 million and $96 million EBITDA from which to build from, enabling further margin expansion in core radio operations in FY '22. Our digital audio offering is gaining momentum. And now that we have greater visibility on that audience and revenue opportunities, we are determined to capitalize on our already strong market and financial position to drive further return for shareholders. We will be investing $8 million to $9 million in FY '22 to grow our content slate, expand our audience and distribution network, hire more sales people, further improve our digital data and targeting capabilities and investing in our technology stack to deliver to our commercial partners' expectations. We also just launched a new digital youth brand, Cada, in March of this year, targeting 15- to 29-year-olds, a segment of the market that we currently do not target with our KIIS FM and Pure Gold brands. And finally, we continue to have one of the strongest balance sheets in Australian media. We deliver very strong cash flow from operations given the limited CapEx requirements that we have and expect to -- our further leverage to be given -- less than 1x by the end of FY with further opportunities to realize value from noncore assets such as Soprano and through the sale of 4KQ in Brisbane. This was announced this morning. The Board remain committed to a dividend payout ratio of between 60% to 80% of NPAT, subject to market conditions, and we maintain optionality in which we continue to believe will be a consolidating market. Before handing over to Ciaran, I would like to thank all of our people for their commitment and dedication, particularly given the challenging conditions faced in 2021. I also wish to thank my fellow Board of Directors for their contribution and dedication. Our Board is in great shape. We're a great team, having a good mix of skills and experience, and it continues to be a pleasure to work together on ensuring the best for this company. Finally, and thanks to you, our shareholders, for your continued support. This Board and management team remain aligned and determined to achieve the best possible returns on your investment over the long term. We look forward to your continued support. I would now like to hand over to Ciaran Davis, our CEO and Managing Director, to make his address to shareholders. Thank you, everyone.

Good morning, everyone. I'm pleased to report that 2021 was a strong year for HT&E. Group revenues were up 16% to $225 million with returning advertiser confidence leading to an improved ad spend despite extended lockdowns in the second half. Strong cost management contributed to underlying EBITDA of $59.8 million, up 21% and EBIT up 41% to $45.9 million. NPAT nearly doubled to $28.8 million with the effective tax rate on underlying Australian operations remaining stable at just over 30%. Underlying EPS was $0.104 per share, up 89%. Our radio operation, as Hamish said, is an incredibly strong, cash-generating business with cash flow from operating activities of $34.2 million. And the sale of our interest in OML and Luxury Escapes further improved our cash position as we prepared to close the acquisition of Grant Broadcasters. The group's dividend policy with a payout ratio of between 60% and 80% reflects the highly profitable and cash-generative nature of the group. And a final dividend of $0.039 per share was declared, taking full year franked dividends to $0.074. Before I talk in more detail about ARN, it is worth noting the strong performance of our other investments. Cody Outdoor in Hong Kong improved substantially in the year with fewer lockdowns and a successful government vaccination program in the second half. Revenues were up 44% to $22 million and EBITDA up 49% to $10.5 million. Although we were unsuccessful in retaining the Hong Kong trams contract, the highly fixed rent structure and loss generated over the last 2 years meant we were not particularly upset at the loss. Our focus is now on rightsizing the business and to ensure that it remains cash flow positive in 2022. Briefly looking at Soprano, where despite the increased investment in R&D and portfolio diversification to drive customer acquisition, pro forma revenues grew 22% to $119.5 million, and EBITDA increased 11% to $30.2 million. Although operating in a very attractive market sector, our investment in Soprano is noncore. And as Hamish has said, we continue to work with Macquarie to secure an exit. Looking now at ARN. Our total revenue was up 12% to $196 million and EBITDA up 16% to $53.8 million. Radio listenership continues to grow, and the resilience and relevance of the medium has been strengthened during COVID. Broadcast revenues were up 13% to $186 million, thanks to market-leading ratings results and the solidifying of significant share gains we have seen since the start of 2019. Exponential growth in consumer demand for digital audio and growing advertiser propensity to engage saw digital revenues grow 48% to just over $9 million, with podcasting being the main driver. I will touch on the growing importance of digital audio in our business later in the presentation. But in 2022, we expect that number to increase by over 50%. Total costs rose 14% on a like basis driven by higher cost of sales on improved total revenues and people and OpEx cost growth. Resulting EBITDA was up 17% to $58.4 million on a like basis with an improving margin up 1% to 27%. ARN delivers Australia's most complete audio offering, and the business is exceptionally well positioned to take advantage of future audio opportunities and improving advertiser sentiment. Our goal is to build the best broadcast radio and digital audio business in Australia, offering our audiences and advertisers a gateway to develop deeper connections in the booming world of audio. [Presentation]

So our strategy is to provide the best in audio content, distribution and commercial innovation, providing the most comprehensive audio experience for our listeners and the most comprehensive audio solution for our advertising partners. We are a content business with radio being the foundation of our continued growth. Our quality content is delivered by Australia's best talent and supported by brands our listeners know and trust right across Australia. Our increasing distribution footprint is across a national network of broadcast radio stations and backed by our leading digital platform, iHeartRadio. All of this is complemented by a suite of innovative, data-led and technology-led commercial products and partnerships that work to meet the needs of our audiences and our advertisers, offering scale, multi-platform content, digital data and targeting capabilities and increasing the ease of commercial transaction. 2021 was another year dominated by consistent leading ratings performances across our network. In broadcast radio, we again finished the #1 metropolitan network. Reaching 5.4 million people, we are very proud that we recruit and retain the best of Australian on-air talent who continue to perform. Kyle & Jackie O are now 26 surveys as the #1 breakfast show in the Sydney market. Jonesy & Amanda are a very strong #2. Gold in Melbourne is the #1 FM station with Christian O'Connell the #1 breakfast show for 13 consecutive surveys. Mix in Adelaide and 97.3 in Brisbane continued to perform exceptionally well. And Will & Woody, our KIIS national drive show, is #2 nationally. I'm pleased to say that this market-leading performance has continued into 2022 with the #1 positions being secured in surveys 1 and surveys 2. Momentum is also building in the world of digital audio, particularly podcasting. Australia is one of the leading consumers of podcasts in the world with over 37% of the population listening monthly. Last year alone, over 540 million podcasts in this country were downloaded. ARN has been the #1 podcast publisher for 26 consecutive surveys. But more importantly, from an advertiser perspective, we hold 7 of the top 20 podcasts, including Casefile, Life Uncut and Stuff You Should Know. Like broadcast radio, we have made a strong start to 2022 and maintain our leading position. We are investing in the creation of new podcast content, and our broadcast-to-podcast strategy is growing audiences and providing new commercial opportunities. As Hamish has mentioned, we are very excited about the opportunity that the acquisition of Grant Broadcasters presents. Regional Australia is booming and a consumer market with 8 of the 10 fastest-growing centers in regional markets being in regional areas. Last year, over 250,000 people moved to regional locations, driven in part by the change to work practices brought about by COVID. Lower housing costs in regional markets means higher discretionary incomes. $9.1 billion is spent on household furnishing equipment, $2.5 billion on hardware supplies and $7.8 billion on clothing and footwear, all key categories for radio advertisers. With 36% of the population living in regional Australia, yet only 10% of national revenues are focused on and allocated to these markets, we see the opportunity to grow national revenue by over $20 million per annum within 3 years. The acquisition creates a truly national network of 58 stations, 46 DAB stations across 33 markets, and we have more than doubled our broadcast and digital audience footprint to over 8 million. In 2021, our ARN regional business had pro forma revenues of $105 million, driven by exceptionally robust local revenues of $71 million. When combined with our existing operations, the HT&E Group consolidated pro forma revenues at the end of 2021 were $330 million and EBITDA of $96 million. After completing the purchase in January, we immediately commenced our integration plan with 3 clear priorities for the year: firstly, to ensure that the regional broadcasting business continues to perform strongly; secondly, to grow ARN's share of national revenue; and thirdly, to roll out iHeartRadio across the regions, growing our digital footprint. The integration program is on schedule, and we are beginning to see early signs of benefit coming through. All regional stations have been ingested into the iHeartRadio platform and rolled out across the network with an immediate uplift in streaming and user sessions. We have commenced the syndication of our top-performing shows such as Kyle & Jackie O, Christian O'Connell, Jonesy & Amanda and Will & Woody, which have helped provide national and local sponsorship opportunities. We have taken our new commercial offering to clients and advertising partners. And the full integration of TRSN, the national sales team, is on track to be completed by the end of June. Lots of system integration is already underway and also on track to be completed by the end of June. Pleasingly, today, we announced we have signed a contract to sell 4KQ, the Brisbane radio station, to a subsidiary of Sports Entertainment Group Limited. The sale of 4KQ was required by the Australian Communications and Media Authority following HT&E's acquisition of Grant Broadcasters. The contract is for the sale of the 4KQ assets for a headline price of $12 million payable in cash, reflecting a transaction multiple of 11.9x normalized EBIT. The sale is subject to various conditions being satisfied or waived, including, amongst others, consent by ACMA to the proposed purchaser. In addition to the integration of ARN Regional, we are also determined to capitalize on our already strong market position and realize future returns for shareholders through our investments in the booming world of digital audio. These investments are being undertaken now against the backdrop of returning advertising market in radio and a conservatively geared balance sheet while continuing to deliver strong dividend streams to shareholders. In 2022, we are investing an additional $8 million to $9 million and are confident that our digital audio strategy will be profitable within 3 years. In podcasting, we will be investing to increase our slate of original content and build a commercial offering capable of driving meaningful revenue growth. Live streaming of radio on digital platforms has accelerated during COVID with 66% of the population now listening to radio on a device of their choice. We will be investing in the iHeartRadio brand, building our first-party data and encouraging our audiences to listen live on the platform. And finally, we have recently relaunched our Sydney radio station, The Edge, as a new national youth culture brand called Cada. Targeting the 3.4 million lucrative but elusive 15- to 29-year-old Australian demographic, Cada is building a new model for digital audio and content creation. Championing one of the most popular genres of music in Australia, hip-hop and R&B, a space that is untouched by other commercial operators, media will build -- sorry, Cada will build an audience on the platform in which these audiences are engaged, social media, YouTube, podcasts, and generate revenues via advertising and partnerships. It will also act as an incubator for new talent and build a new and valuable digital media formats. We have recruited a team of experienced digital content creators with an existing digital footprint and reach of over 3.5 million. They are trusted voices in youth culture in Australia, TikTok superstars, singers and songwriters, hip-hop artists, DJ producers, comedians, authors, journalists and ARIA nominees. And from a commercial perspective, we are building a team with a really good understanding of brand partnerships targeted at this demographic. Cada was launched in March, and the reaction so far has been positive as we look to set -- as we look to work with a set of new advertisers and brands keen to engage with this audience. Before I move to the trading update, I'd like to take this opportunity to thank all of our staff for their continued commitment. We are lucky to have a team of people who give everything day in and day out to produce the best for listeners, advertisers and ultimately, shareholders. I'd like to thank the Board for their support and guidance. And finally, thank you, our shareholders, for your continued support. I look forward to working with you in 2022. Finally, to the trading update, where ARN total revenues for Q1 improved month-on-month and finished up 5%, driven by strong growth in regional, up 9%, with metro revenue in line with market, up 3%. Total radio revenues for Q2 are pacing well with April finishing 9% ahead and May pacing to achieve double-digit increases as metro markets return to strong growth. Encouragingly, Q2 national revenues on to regional are pacing to exceed 10%, providing a level of confidence around the revenue synergy targets of $6 million to $8 million we identified for 2022, subject to market conditions. Q1 digital billings finished up 50%. Against strengthening comparatives, Q2 digital billings are pacing to finish circa 60% ahead on the prior comparative period. And finally, at Cody Outdoor, has had a good start to the year with revenues to the end of April finishing up over 10% on the prior comparative period. Thank you.

Thank you, Ciaran. Excellent work. We now move to the formal part of the meeting. The arrangements for voting and asking questions were online -- in the online guide with the ASX announcement of the AGM and also on our Investor Relations web page. In summary, they are as follows. To register to vote, click on Get a Voting Card, enter your shareholder proxy number and click Submit Details and Vote. Your voting card will appear with the resolutions for vote. Make your vote and then click Cast Vote or Cast Partial Vote. If you wish to change your voting while voting is still open, click the Edit Card button. At the end of the AGM, a red bar will appear counting down the remaining voting time. Please make any changes to your votes and submit before voting closes. To ask a question, you must first be registered to vote, just as described. [Operator Instructions] Questions could be submitted an hour before the AGM and up to 5 minutes after the meeting closes. If your question has been answered and you would like to exercise your right of reply, you can do so by submitting another question. Please keep your questions relevant to the items of business at hand. I note also that the recording of the AGM will be provided on HT&E's Investor Relations page. The results of the meeting will also be published on the ASX later today. I will now move to matters set out in the Notice of Meeting. Item 1 from the Notice of Meeting is the financial statements. I table before the meeting the financial report, directors' report and independent auditor's report for the year ended 31 December 2021 for consideration, invite any questions or comments that you may have on the reports or on company management. As mentioned, the auditor of the company, Louise King, is in attendance and can answer any questions you may have about the conduct of the audit, the preparation and content of the independent auditor's report, the accounting policies adopted by the company and the independence of the auditor. Are there any questions or comments? Okay. Thank you. Item 2 relates to the election or reelection of 3 directors. I will deal with each in turn. First item is 2A, the reelection of Paul Connolly. We ask shareholders to consider and, if thought fit, pass the following as an ordinary resolution, that Paul Connolly, who retires as a director by rotation under the constitution and the ASX Listing Rules and being eligible for reelection, be reelected as a director of the company. Paul has acted as a director since October 2012. His experience is described in the Notice of Meeting. I'll invite Paul to say a few words about his experience and the skills he brings to the Board. Paul?

Thank you, Hamish. My background is in finance, and I act as a senior adviser to many corporates and ultra-high net worth professionals across the globe. And I draw on over 30 years' experience advising on mergers and acquisitions, takeovers, disposals, fundraisings and debt restructurings. Over that time, I've built exceptional experience in both the debt and equity capital markets, and I've advised a number of situations around the world. I enjoy strong connections in the capital markets, having advised on multiple global equity and bond issues since 1997. In my capacity as a HT&E director, I believe that I bring strong experience to bear, particularly around global capital markets as well as capital allocation discipline and operational efficiencies. I continue to serve on many corporate Boards, and I have acted as a senior adviser to Credit Suisse. And finally, I'm proud to serve as Board Chair for UNICEF Ireland. Thank you.

Thank you, Paul. I now invite questions or comments on this resolution. Okay. Thank you. As there are no questions in relation to this resolution, we move on to voting of this resolution. I advise the proxies received on this resolution are shown on the screen. Please make your vote online for resolution 2A. [Voting]

The next item is item 2b, the reelection of Belinda Rowe. We ask shareholders to consider and, if thought fit, pass the following as an ordinary resolution, that Belinda Rowe, who retires as a director by rotation under the constitution and the ASX Listing Rules and being eligible for reelection, be reelected as a director of the company. Belinda has acted as a director since February 2019. Her experience is described in the Notice of Meeting. I'll invite Belinda to say a few words about her experience and skills. Belinda?

Thanks, Hamish. I have extensive experience across marketing, advertising, communications, digital and media sectors. I've held a number of leadership roles in global companies and also companies in Australia such as Telefonica O2 in the U.K., which is now Virgin Media O2, which is a significant U.K. telecommunications company and at the time had 32 million subscribers. I held the role of brand and marketing communications with a team of over 200 people. I was also leading, prior to that, Zenith Media globally, which had over 7,000 people and $1 billion of revenue and particularly involved in the transformation of that business to become a performance marketing, digital and content business in addition to the media planning and buying and communications services. Following that role, I then was on the Board of Publicis Media, leading all the media brands in the U.K. and then subsequently after that to lead the global -- the development and creation of a global content marketing practice across 32 markets. And that was particularly about scaling digital technology data and content in a newly formed practice that really help companies grow and scale content marketing. And prior to that, I was on the Executive Board of Mojo in Australia and led the ZenithOptimedia business as CEO. So my contribution to HT&E is very much around the deep understanding of media, the media sector and also digital and transformation around data and technology.

Thank you, Belinda. I now invite questions or comments on this resolution. Just wait a few seconds. As there are no questions in relation to this resolution, we'll move on to the voting of this resolution. I advise that proxies received on this resolution are shown on the screen. Please make your vote online for resolution 2B. [Voting]

The next item is item 2C, the election of Alison Cameron. We ask shareholders to consider and, if thought fit, pass the following as an ordinary resolution, that Alison Cameron, a director appointed to the Board since the last Annual General Meeting and being eligible for election, be elected as a director of the company. Alison has acted as a director since January 2022, having joined from Grant Broadcasters following the acquisition of ARN Regional. Her experience is described in the Notice of Meeting. I'll invite Alison to say a few words about her experience.

Thank you, Hamish. I have 35 years of experience in radio. I started at the bottom in finance and sales. I have 20-plus years of experience as a company director, albeit mainly in the private sector. My most recent role, as Hamish mentioned, was CEO of Grant Broadcasters Media, which was the 46 stations that were acquired by HT&E with approximately 700 staff. I led the transaction from the beginning to the end that sold the stations to ARN. I'm currently a Board member of the government body National Film and Sound Archive, and I chair their Finance Committee. I have a deep understanding of media, particularly radio and more particularly, regional radio. And I have experience in governance, risk and strategy, particularly strategy around media. And on that basis, I believe that there's skills that I can assist ARN and HT&E, particularly with the transition and the merger of the metro and regional stations and ongoing success of the company. So I look forward to contributing to that.

Great. Thank you, Alison. I now invite questions or comments on this resolution. As there are no questions in relation to this resolution, we'll move to the voting of this resolution. I advise that proxies received on this resolution are shown on the screen. Please make your vote online for resolution 2C. [Voting]

We now move on to the adoption of the remuneration report, which can be found on Pages 30 to 44 of the annual report. Item 3 is to consider and, if thought fit, pass the following as an ordinary resolution, that the company's remuneration report for the year ended 31 December 2021 be adopted. I note that this resolution is advisory only and does not bind the directors or the company. I now invite questions or comments on this resolution. Thank you. As there are no further questions, no questions in relation to this resolution, we'll move on to the voting of this resolution. In accordance with the Corporations Act, no persons nominated as key management personnel in the 2021 annual report or their closely related parties will vote on this resolution. I advise that proxies received on this resolution are shown on the screen. Please make your vote online for resolution 3. [Voting]

We now move on to item 4, the grant of deferred rights to the CEO and Managing Director. Item 4 is to consider and, if thought fit, pass the following that as an ordinary resolution, that for the purposes of ASX Listing Rule 10.14, section 200B and 200E of the Corporations Act 2001 and for the purposes, approval be given to the issue of 508,779 deferred rights to Mr. Ciaran Davis, CEO and Managing Director, in relation to the company's FY '21 Total Incentive Plan award on the terms summarized in the explanatory notes. A voting exclusion applies to this resolution 4. I now invite questions or comments on this resolution. As there are no questions in relation to this resolution, we'll move on to the voting of this resolution. I advise that proxies received on this resolution are shown on the screen. Please make your vote online for resolution 4. [Voting]

We now move on to item 5, the amendment of the company's constitution. As set out in the Notice of Meeting, the Board considered it appropriate to amend the company's constitution to provide flexibility to hold virtual shareholder meetings in the future. Approval is sought by a special resolution, which requires at least 75% of the votes to be in favor of the resolution. Item 5 is to consider and, if thought fit, pass the following as a special resolution, that with effect from the conclusion of the company's 2022 AGM, the constitution of the company is amended in the manner described in item 5 of the explanatory statement and as shown in markup in the attachment to the explanatory statement. I now invite questions or comments on this resolution. Okay. As there are no questions in relation to this resolution, we'll move along to the voting of this resolution. I advise that proxies received on this resolution are shown on the screen. You will note the proxy votes indicate this item will not be passed, having less than 75% of the votes in favor. Nonetheless, we ask that you please make your vote online for resolution 5. [Voting]

The final matter is item 6, approval of financial assistance. This item is also a special resolution, which requires at least 75% of votes to be in favor. Item 6 is to consider and, if thought fit, pass the following as a special resolution, that in accordance with sections 260A and 260B(2) of the Corporations Act that shareholders approve the provision of financial assistance by each ARN Regional Group Company as defined in the explanatory notes in connection with the acquisition by Australian Radio Network Pty Limited ACN 065 986 987, a wholly owned subsidiary of the company, of all of the issued shares in each ARN Regional Group company, and all elements of that transaction may be -- may constitute financial assistance by any ARN Regional Group Company for the purposes of the Corporations Act in connection with the acquisition described in the explanatory notes. I now invite questions or comments on this resolution. As there's no question in relation to this resolution, we'll move on to voting of this resolution. I advise that the proxies received on this resolution are shown on the screen. Please make your vote online for resolution 6. [Voting]

So in closing, shareholders are reminded that they can submit their vote online until 5 minutes after the meeting closes. Ladies and gentlemen, that concludes the business of the meeting. On behalf of the Board, I'd like to thank you for your support, and I now declare the meeting closed. The results of the poll will be announced to the ASX later today and will be available on the company website. Thank you for your attendance and participation for this meeting. As there are no further business questions, I declare the meeting closed. Thank you.