Canso Select Opportunities Corporation (CSOCA) Earnings Call Transcript & Summary

Good morning, ladies and gentlemen. The Annual General Meeting of the Shareholders of Canso Select Opportunities Corporation will now come to order. My name is Heather Mason-Wood. I am the Chair of the Board of Canso Select Opportunities Corporation, which I will refer to as the corporation. I will be acting as chairperson of the meeting. Welcome to the 2022 Annual General Meeting of the Shareholders of the Corporation. In light of the ongoing COVID concerns relating to the spread of COVID-19 and in order to mitigate potential risks to the health and safety of CSOC shareholders, employees, communities and other stakeholders, although this meeting is being held at the office of the corporation, we have respectfully asked that the shareholders attend the meeting by teleconference. We thank participants for voting on the matters before the meeting by proxy and for joining the meeting today by teleconference. We ask that you please put your phone lines on silent mode for the duration of the meeting to minimize noise disruption. If you have any questions during the meeting, please e-mail our Corporate Secretary, Neda Bizzotto, at [email protected], and we will promptly answer all of your questions today. We have the following matters of business to conduct today. The first matter is the presentation of the audited financial statements, together with the report of the auditors thereon for the corporation's financial year ended December 31, 2021. We also have the election of the 10 directors. We have the reappointment of Deloitte LLP as the corporation's auditors and to transact any other business that may properly come before this meeting. During today's meeting, officers and directors of the corporation in their presentations or in answering questions may make statements which are forward-looking statements for the purposes of applicable securities laws. Forward-looking statements are not assurances of future performance and are subject to risks and uncertainties. The actual results, performance or achievements of the corporation and its business may be materially different from the anticipated results, performance or achievements expressed or implied by forward-looking statements. Shareholders should consult the more detailed discussion of these and other risk factors relating to the corporation and its business in the corporation's most recent management discussion and analysis. Forward-looking statements are based on the officers and directors' beliefs and opinions, and undue reliance should not be placed on any forward-looking statements. The corporation does not undertake -- or supplement any forward-looking statements unless required to do so by applicable law. I would like to introduce the directors and officers of the corporation in attendance here in the office and by teleconference. Would each of you please say present when you are introduced. Timothy Hicks, President, Chief Executive Officer and member of the Investment Committee.

Present.

Shirley Sumsion, Chief Financial Officer, Director, member of the Audit Committee and member of the Investment Committee.

Present.

Neda Bizzotto, Vice President, Corporate Secretary and Director.

Present.

John Carswell, director and member of the Investment Committee.

Present.

Joe Morin, director and member of the Investment Committee.

Present.

Tom Fernandes, director and member of the Audit Committee.

Present.

Tony MacDougall, director and member of the Audit Committee.

Present.

Brian Carney, Director.

Present.

Steve Klubi, director and member of the Audit Committee.

Present.

Brenda Burns, director and member of the Audit Committee.

Present.

Thank you. With your approval, I will ask Neda Bizzotto, Vice President and Corporate Secretary, to act as secretary of the meeting. Neda has delivered an affidavit of AST Trust Company Canada, the registrar and transfer agency for our Class A and Class B shares, as to the mailing of the notice of the meeting, which states that on April 25, 2022, each of the notice of electronic availability of investor materials and proxy form for Class A and Class B shares was mailed to all shareholders of record as of the close of business on April 11, 2022, the record date of the meeting. With the consent of the meeting, unless there is an objection, I will dispense with the reading of the notice of the meeting. This affidavit is available if any shareholder wishes to examine it and will be attached to the minutes of this meeting. Additional copies of the notice, proxy form and circular are also available at this meeting and on CSOC's website. Neda will now discuss the procedures for transacting the business of the meeting.

Good morning. To facilitate the meeting, the corporation has requested that certain persons make and second the formal motions, and the Chair will call on these persons at the appropriate time. Shareholders may make comments specific to these motions prior to the vote, but I would ask that any questions or comments on general matters take place at the end of the meeting. Again, please feel free at any time during the meeting to e-mail any questions or comments to me at [email protected]. When an item of business is before the meeting for consideration, questions and comments should be limited to that item. If a shareholder has a question or comment not related to a business item, an opportunity to raise other questions and comments will be provided after voting on the business described in the management information circular. Shareholders will have the opportunity to make a statement about any motion pending on the floor. If you wish to make a statement, please raise your hand to be recognized if you are attending in person or e-mail me if you're attending by teleconference. Once you are recognized, please state your name and whether you are a registered holder or a proxy holder. Please keep your statements brief and limited to the specific item up for discussion. We may have to interrupt any statements that continue for an unreasonable amount of time. In accordance with the corporation's bylaws, voting shall be by show of hands, unless a ballot is required or demanded. Whenever a vote by show of hands is taken, the Chair will declare the vote upon the question with either carried by a particular majority or not carried by a particular majority. When the report of the scrutineers is complete, we will announce the results. After the formal business of the meeting has been completed, Timothy Hicks, the President and CEO of the corporation, will give a presentation about the corporation and our business. Following that presentation, we will accept general questions from shareholders or proxy holders. If you wish to ask a question, please raise your hand to be recognized if you're attending in person or e-mail me if you're attending by teleconference. Once you are recognized, please state your name and whether you are a shareholder or proxy holder and then ask your question. We may have to interrupt any questions that continue for an unreasonable amount of time. If any shareholder has any matter of individual concern, please raise it after the meeting. Representatives of the corporation who are here will respond to questions after the meeting in person or via e-mail. Thank you.

Thank you, Neda. With the consent of the meeting, I shall appoint AST Trust Company Canada, through its representatives present herein, to act as scrutineer of the meeting. A quorum for the meeting of shareholders, as specified in the corporation's bylaws, is 2 persons present in-person or by proxy at the opening of the meeting who are entitled to vote not less than 5% of the shares entitled to be voted at the meeting. The scrutineers have provided me with the report on attendance, which indicates that the -- that present at the meeting, in person or by proxy, 6 shareholders holding 977,977 Class A shares of the corporation, which represents 60.31% of the Class A shares, and 6 shareholders holding 118,917 Class B shares of the corporation, which represents 10.28% of the Class B shares. Each person who is a holder of Class A multiple holding shares on the record date is entitled to 30 votes per Class A multiple voting share so held, and each person who is a holder of Class B subordinate voting shares on the record date is entitled to 1 vote per Class B subordinate voting share so held. I hereby declare that the requisite quorum of shareholders is present, and this meeting is duly and properly constituted for the business -- the transaction of business. I also direct that a copy of the scrutineers' report on attendance be attached to the minutes of this meeting. The first item of business is the presentation of the annual report, including the annual financial statements and the auditor's report thereon. Unless there is an objection, I will dispense with the reading of the auditor's report. The next item of business is the election of the 10 directors of the corporation. The management information circular made available to you listed the corporation's director nominees. The candidates for director who have been nominated to serve as directors by the corporation, Board of Directors are: myself, Heather Mason-Wood, Shirley Sumsion, Neda Bizzotto, John Carswell, Joe Morin, Tom Fernandes, Stephen Klubi, Brenda Burns and Tony MacDougall. And there's also a new nominee, Timothy Hicks. Are there any further nominations? If there are no other nominations, I declare the nominations closed. A motion to elect the 10 directors as described in the management circular is now in order.

My name is Jeff Tang, and I'm Class A and Class B shareholder. I hereby move that each of Heather Mason-Wood, Shirley Sumsion, Neda Bizzotto, John Carswell, Joe Morin, Tom Fernandes, Stephen Klubi, Brenda Burns, Tony MacDougall, Timothy Hicks be elected as directors to serve until the next Annual Meeting of Shareholders or until his or her respective successor is elected or appointed.

Does anyone second the motion?

My name is Vivek Verma, and I am a Class A and Class B shareholder. I second the motion.

Are there any questions or comments on this motion? I will now call for a vote on the motion. All those in favor of the motion, please signify by raising your right hand. [Voting]

Contrary if any. [Voting]

The motion is carried. I declare that those nominated have been duly elected as directors of the corporation to hold office for the ensuing year or until their successors are elected or appointed. The next item of business is the reappointment of auditors. I will now ask for a motion appointing auditors for the current year.

I move that Deloitte LLP be reappointed as auditors of the corporation to hold office until the close of the next Annual Meeting of Shareholders, as such remuneration has been fixed by the directors, and the directors are hereby authorized to create such remuneration.

I second the motion.

I will now call for a vote on the motion. All those in favor of the motion, please so signify by raising your right hand. [Voting]

Contrary, if any. [Voting]

The motion is carried. If any shareholder is interested in the exact number of votes cast for or against any of the motions carried at this meeting, he or she may obtain particulars from the secretary of this meeting. I direct that the scrutineers' report be annexed to the minutes of this meeting. Is there any further business? If not, all the business for which this meeting was called has now been completed. I will now call for a motion to conclude the formal portion of the meeting of the corporation.

I move that the meeting be concluded.

I second the motion.

I will now call for a vote on the motion. All those in favor of the motion, please so signify by raising your right hand. [Voting]

Contrary, if any. [Voting]

The motion is carried. I declare that the formal portion of this meeting of the corporation has now concluded. I will turn it over to Timothy Hicks.

Thank you, Madam Chair. So I think everyone who was on the line is either a director or a shareholder who is highly affiliated with Canso, so -- or other people that need to be here to observe. So I'm not going to make a lengthy one. I don't think that's really necessary. But just quickly, last year for the corporation was, in my view, anyway, quite a good year where I think the best measure of our success is our equity per share, which increased from $4.33 per share to $5.19. There are a number of reasons for that, which we've outlined in the various disclosures that we have provided. 2022 is turning out to be quite a different year, but we're still only partway through it. But a lot has been happening on the macroeconomic front in terms of central banks responding to rate cuts they put in place for the pandemic, which are now turning out to have at least the major contributors to much higher-than-expected inflation. And now they are responding to that by aggressively raising interest rates. That has been very negative for the bond market and, a bit more recently, I guess, the equity markets. So it hasn't been a great year so far in the public markets. And we have responded to that at CSOC by really starting at the latter part of last year but going on into this year, building liquidity for better opportunities ahead. So we believe we're in quite a good position to take advantage of those. Obviously, can't make any promises about what may or may not happen, but we can afford to be pickier about what we're doing. And you will see this hopefully in the quarterly financials that are coming out, I believe, today when they're approved by the Board that we're now a little over 20% in either cash, treasury bills or short-term government bonds. And those are very liquid things that we can easily sell to buy better opportunities ahead. So that's really, I think, all I want to cover and unless there are any questions. Hearing none, I think then that's it.

Thank you all for attending, and we look forward to seeing and hearing from you next year. Thank you.