Assetora Limited (AOH) Earnings Call Transcript & Summary

Well, good morning, ladies and gentlemen. My name is Graham Evans. I'm the Deputy Chair of DomaCom Limited. It being the appointed time of 11:00 a.m., I welcome you into the -- to this General Meeting and declare the meeting open. I just -- to let you know that our Chairman is just having some traffic problems, and he will take over the meeting when he arrives. We have a quorum of 5 shareholders, and therefore, we declare the meeting open. I'd like to introduce our Chief Executive Officer, Mr. John Elkovich, who's actually sitting next to Philip Chard, our Company Secretary. We have Angela Williams, recently appointed Director for DomaCom Limited; Mr. Hilal Yassine, who's there just come online; and Mr. George Paxton with us as directors today. I would like also to acknowledge the apologies from Mr. Matthew Roberts, who's overseas and Mr. Ross Laidlaw, who unfortunately has some family health issues he's dealing with. Otherwise, he would both -- they would both be with us today. As Notice of Meeting has been circulated to all shareholders, I propose that this would be taken as read. And the purpose of this meeting -- the General Meeting has been called to allow shareholders to consider and vote on the proposed selective share buyback as set out in the Notice of Meeting and explanatory memorandum statement. As announced on the 27th of May 2022, the company undertook a capital raising issuing a total of 11,136,363 ordinary shares in the company through a placement to sophisticated institutional investors, raising some $735,000 before costs of the placement, 2,272,727 ordinary shares referred to as HALO shares, were issued to HALO Investment Company Limited Pty Limited, referred to as HALO Investment, in our note. A subsidiary of HALO Technologies Holdings Limited, referred to as HALO for a total subscription amount of $150,000. Within 6 months -- within the 6 months prior to the date of the placement, Halo's investments parent company had been controlled by Matthew Roberts, a Director of the company, resulting in HALO Investment being a related party of the company in relation to Section June 28 in Brackets 5 of the Corporations Act at that date, even though at the time of the placement, Matthew Roberts was no longer controlled HALO. This position was [indiscernible] identified at the time of undertaking of their placement. And as such, the issue of the HALO shares resulted in an unintentional and inadvertent breach of listing Rule 10.11 as the HALO shares were issued to a related party, without shareholder approval. It's been more than 6 months since Matthew Roberts controlled HALO -- it has been more than 6 months since Matthew Roberts controlled HALO. And as such, HALO Investment is no longer a related party of the company. The company has been working with the ASX to rectify the situation. The ASX and the company agreed that the company will seek to buy back the HALO shares. The company's shares are currently suspended from trading and the [indiscernible] advised that we will require that they will require a breach in connection with the Halo shares to be corrected as part of the process of seeking reinstatement to quotation. Accordingly, and in compliance with the corrective action required by the ASX, the company is seeking to buy back from halo investment, the Halo shares in accordance with the Corporations Act. So that's our issue that we're dealing with today at the General Meeting. So let me just run through voting procedures, and I will look to put the resolution and then seek any feedback before we vote on the resolution. All voting will be through a poll. Shareholders were encouraged to submit their votes prior to the meeting. However, an opportunity will be given to any shareholders that wish to vote that did not submit a proxy form prior to the meeting. Each shareholder who is entitled to vote has not voted, will have been established during the meeting registration process and notified to the Chairman. The Chairman will ask each shareholder who has not already voted how they intend to vote. As the voting is by poll, each vote will be allocated in accordance with the number of shares held. The voting will be combined with the votes received in advance of the meeting to determine the results of the poll and we will be released to the ASX, subsequent to the meeting. Once I've set out the following resolution, I will ask if there any questions in relation to the resolution. I move the following special resolution. That for the purposes of Section 257(B) of the Corporations Act and for all other purposes, approval is given by the company to conduct a selective buyback of 2,272,727 shares from HALO Investment Company Pty Limited, ACN 635 995 578 at $0.066 per share on the Terms and Conditions set out in the explanatory statement. The company will disregard any votes cast in favor of the resolution, buyer on behalf of HALO Investment Company or any of its associates. Could I have a seconder to this resolution, please. [Voting]

Thank you. Thank you. Before the before the resolution is put to the vote, we would like to provide the opportunity for any questions in relation to this resolution from persons entitled to vote at this meeting. We only have a small group of people with us here today. So if you'd like to either raise your hand or actually unmute yourself and identify yourself that way, we can actually take a question from you. Mr. [ Schepisi ]?

I just turned on the video. That's all going on.

No problem. No questions for us there?

No, not at this state.

Do anybody have any other questions? No? Okay. I advise that the company has received proxy votes as follows: 31,026,334 representing 27.32% of votes in favor of this resolution, 112,490 representing 0.10% of votes against this resolution, and 82,437,169 votes representing 72.58%, which are open votes. Whereas Chairman -- where the Chairman is nominated as a nominated proxy, will be voting in favor of the resolution. No votes abstained from this resolution. Now we have a couple of shareholders online that are here to vote. So I would just ask, if you could come online and vote your consideration. So Mr. David [ Schepisi ], do you vote in favor or against or abstain?

In favor.

Thank you. Schepisi. Mr. George Tsousakas?

In favor.

Thank you. There are no other voting shareholders.

Correct. Grahame, that's correct.

Thank you. Good Okay. Thank you, shareholders for those votes. Now I declare the poll closed. The results of the poll will be released to the ASX after the meeting. And that's the closure of the meeting. Ladies and gentlemen, we do appreciate you attending. It actually helps and assists with the process of relisting this particular resolution. And we look forward to sharing further information with you in the near future. I now close the meeting. That concludes the business of the meeting. And once again, thank you for your participation. Thank you. Thank you.