Centuria Industrial REIT (CIP) Earnings Call Transcript & Summary

Good morning, ladies and gentlemen. My name is Roger Dobson and I'm a Director and the Chairman of Centuria Property Funds #2 Limited, the responsible entity of the Centuria Industrial REIT, which I'll refer to as CIP or the fund. I've been appointed to Chair this meeting. On behalf of the Board of Centuria Property Funds #2 Limited, which I'll refer to as CPF2L, I would like to welcome you to this meeting of securityholders of CIP. It is now just after 10:30 a.m. I confirm that the quorum requirements for this meeting have been satisfied, and I declare this meeting of CIP securityholders is now open. To minimize the health risks created by the COVID-19 pandemic, this meeting is being held virtually. I regret that we're unable to meet the securityholders personally today, and I look forward to securityholders being able to be present at future meetings. In attendance virtually today are my fellow directors of CPF2L, Natalie Collins, Jennifer Cook and Peter Done. Also present virtually are Anna Kovarik, Company Secretary; Jesse Curtis, the Fund Manager of CIP; and Andy Ma, the Returning Officer. Now just some housekeeping issues to address. Every effort has been made to ensure that this meeting runs smoothly for securityholders. However, if any securityholder experience any technical issues during the course of the meeting, they should contact Boardroom by telephone on the number that's on the slide 1-300-737-760 within Australia, or +612-9290-9600 outside Australia. The online platform for the conduct of this meeting enables securityholders and their appointed proxies, attorneys and corporate representatives to ask written and verbal questions. To ask written questions, you need to click on the messaging tab on the navigation bar. Select the Ask a Question box and type in your question. Once you're happy with your question, click send icon. Securityholders and their appointed proxies, attorneys and corporate representatives have been given the opportunity to submit written questions during the hour before the meeting opened. Securityholders have also been given the opportunity to submit written questions to the company secretary by e-mail prior to the meeting. I'll be reviewing and responding to any written questions received later in this meeting. You can continue to submit written questions on the resolution now and at any time during these proceedings. However, questions relating to meeting procedure and how to vote may be submitted up until the close of the meeting. For those securityholders who wish to ask a verbal question, please pause the broadcast and then click on the link under asking audio questions, a new page will open while you'll be prompted to enter your name and the topic of your question before being connected. You will listen to the meeting on this page while waiting to ask your question. Securityholders and their appointed proxies, attorneys and corporate representatives may vote at this meeting by clicking on the voting tab on the navigation bar. You may submit your vote on the resolution by clicking the for, against or abstain buttons. Your selection will change color, and a confirmation e-mail will appear. Voting can be performed at any time during this meeting until I declare that the poll is closed. The results of the poll will be announced on the ASX announcement platform later today. So that concludes the housekeeping items I wanted to cover. I'll now proceed with the formalities of the meeting. A notice of meeting dated 13 December 2021, including an explanatory memorandum and proxy form were sent to securityholders. The required 21 days' notice of the meeting has been given. I'll take the notice of meeting and the explanatory memorandum as read. The purpose of this meeting is to seek securityholder approval under ASX Listing Rule 7.4 to refresh CIP's placement capacity under ASX Listing Rule 7.1. ASX Listing Rule 7.1 operates to limit the number of equity securities that may be issued or agreed to be issued by CIP in any 12-month period to 15% of its equity securities on issue, unless the issue is approved by the securityholders or an exemption applies. CIP conducted an institutional placement announced to the ASX on 23 September 2021, which reduced its placement capacity under ASX Listing Rule 7.1. Under the institutional placement, 78,947,369 securities were issued to institutional investors. Accordingly, securityholder approval is being sought at this meeting to subsequently approve or ratify the issue of those CIP securities in order to refresh CIP's placement capacity and provide it with maximum flexibility as to how it manages its future capital requirements. I'll turn now to the resolution. So the resolution for the refresh of CIP's placement capacity under ASX Listing Rule 7.1 is set out in the notice of meeting and is now displayed on the screen. I'll read out the resolution and provide securityholders with an opportunity to ask questions on the resolution. The resolution proposes for securityholders to consider and, if thought fit, to pass the following resolution as an ordinary resolution of CIP. That for the purposes of Listing Rule 7.4 and for all other purposes, securityholders have approved the issue of 78,947,369 securities at an issue price of $3.80 per security pursuant to the fully underwritten institutional placement announced by CIP to the ASX on 23 September 2021, to raise $300 million as detailed in the explanatory memorandum accompanying this notice of meeting. I'll now take questions from securityholders. Now I'll just pause while people send any through that they want to send or if you want to raise -- ask a verbal question, follow the procedure that I've just been through. I can't see. Anna, correct me if I'm wrong, I can't see any questions. All right. If that's the case, then -- and if I can ask the phone moderator, are there any questions on the phone line on the resolution? Okay. Thank you. All right. So it seems that there are no questions. In which case, I think I'll just proceed. Voting on the resolution will be conducted by way of a poll. On a poll, each securityholder has 1 vote for each dollar of the value of the units held in the fund. The resolution is an ordinary resolution and will be passed if more than 50% of the votes cast by securityholders who were not disqualified from voting on the resolution are in favor of the resolution. CIP will disregard any votes cast in favor of the resolution by or on behalf of a person who participated in the institutional placement announced to the ASX on 23 September 2021 or their associates. As disclosed in the notice of meeting, as Chair, I intend to vote all undirected proxies, which appoint or are taken to appoint the Chair of the meeting of this proxy, in favor of the resolution. As indicated in the notice of meeting, persons holding securities in the fund at 7 p.m. on Tuesday, 18 January 2022, were taken to be fund securityholders for the purposes of determining voting entitlements at this meeting. I'll just take you to the proxies that have been cast. Valid proxy votes on the resolution that were received prior to the deadline for receipt of proxy votes are now displayed and are as follows. As you can see, for is 95.28%, against is 4.275%, and open is 0.45%. We'll now conduct the poll on the resolution. If there is any person present who believes they're entitled to vote but has not been able to vote through the online platform, would you please contact ordering now by telephone on 1-300-737-760 within Australia or +612-9290-9600 outside Australia. I now formally open the poll and call on anyone who has not yet voted to cast their votes. I'll allow a short 5-minute adjournment for voting and return to formally close the poll and the meeting. So we'll just pause for 5 minutes. Thank you. [Voting]

Okay. Hi, again, everyone. I now formally reconvene the meeting. So thank you for your patience. We just wanted to make sure that people online had an opportunity to vote if they hadn't voted already. That was the purpose of that brief intermission. So the voting has now completed. And so I close the poll. The results of the poll will be announced on the ASX announcement platform later today. And that ends the meeting, which I now declare closed, other than to say thank you for your attendance and interest, and we look forward to your continued support, and enjoy the rest of your day. Thanks very much, everyone.