Charter Hall Retail REIT (CQR) Earnings Call Transcript & Summary

Thank you for standing by, and welcome to the Charter Hall Retail REIT 2020 Extraordinary General Meeting. There will be introductory remarks and then the formal business of the meeting. [Operator Instructions] Please note that this virtual meeting is being recorded today, Thursday, 9th of July 2020. I would now like to hand the meeting over to your host, Mr. Roger Davis, independent Chair. Sir, please go ahead.

Thank you very much. Well, good afternoon. And on behalf of the Board of Directors, it is my pleasure to welcome you all to the extraordinary general meeting of unitholders of Charter Hall Retail REIT. My name is Roger Davis, and I am the Chair of Charter Hall Retail REIT Board of Directors. It is now midday and as the necessary quorum is present, I declare this meeting properly constituted and open. This afternoon, we will consider the formal business of the meeting being an ordinary resolution for your consideration relating to the ratification of the institutional placement that took place on the 27th of April 2020. The institutional placement was undertaken to strengthen the CQR balance sheet to weather any valuation or earnings impacts from COVID-19. The placement also positions CQR to continue executing on strategy and to take advantage of any acquisition opportunities that may arise as the impact of the pandemic diminishes. Today's meeting is being held to ratify that placement and has the effect of refreshing CQR's ability to raise up to 15% of units on issue in a 12-month window. The passing of resolution one will provide CQR with maximum flexibility to manage its future capital requirements in the best interest of unitholders. I should point out that CQR has no current plan to raise further capital, although it may do so in the future. I would now like to introduce my fellow Board of Directors who are present on the webcast today: Sue Palmer, Independent Director and Chair of the Audit, Risk and Compliance Committee; Michael Gorman, Independent Director and a member of the Audit Risk and Compliance Committee; Greg Chubb, CEO, Retail and Fund Manager for Charter Hall Retail REIT; and finally, I introduce Charter Hall Managing Director and group CEO, David Harrison. Also present today, and I welcome Mark Bryant and Charisse Nortjé, our joint company secretaries; and Christine Kelly, our Head of Retail Finance and Deputy Fund Manager of CQR. We will now proceed with the items of business at the meeting. While this is now the second time we've conducted a meeting online, the technology is still relatively new, so I'd like to ensure you are familiar with the way we will proceed today. There is only one resolution for today's meeting, which we will come to shortly. For those shareholders participating in the meeting via the online platform, you can cast your direct vote using the electronic voting card that you received when you validated the registration. If you have not, at the bottom of the web page, you will see that there are 3 boxes together, Voting Card, Ask a Question and Downloads. To register to vote, click on Get a Voting Card box at the top of the web page or below the videos. You will need to register by providing your details as either an individual or proxy. Once you've registered, your voting card will appear with today's resolution to be voted on. Unitholders and proxies can either submit a full vote or a partial vote, and you can move between the 2 tabs by clicking on full vote or partial vote at the top of the voting card. Once you are finished voting on the resolution, scroll down to the bottom of the box and click submit vote button. If you wish to ask a question, you will only be able to ask a question after you're registered to vote. [Operator Instruction] And if you would like to view the notice of extraordinary general meeting, click on the downloads button. With those procedural matters out of the way, I'd now like to move to today's formal business. I now table the Notice of Meeting dated the 16th of June 2020, which contains the resolution up for consideration today. A copy of the Notice of Meeting would have been made available to you by mail, e-mail or, as previously mentioned, is available to view on the web page. I will now take the Notice of Meeting as read and move to Item 1 in the Notice of Meeting, ratification of the institutional placement. This resolution is an ordinary resolution and as you can see, is displayed on the screen. There are some meeting exclusions that apply, and these were outlined in the Notice of Meeting. I now declare the poll open and ask all unitholders who have not already voted or submitted their vote via proxy to review the resolution currently displayed on the screen, mainly to consider, and you've thought to be passed the following resolution as an ordinary resolution to ratify for the purposes of Listing Rule 7.4 and all other purposes, the issue of 69,909,067 units by Charter Hall REIT at $2.90 per unit on the 1st of May 2020 to certain institutional professional and other wholesale investors under an institutional placement for the purposes and on the terms set out in the explanatory memorandum in the Notice of Meeting, convening this meeting. I'll now display the respective proxy votes received on the screen in respect of the above the resolution. As you can see, overwhelmingly in favor of the resolution. Now if you haven't already done so, I would encourage you to fill out the online voting form. Once you've done that, I'll now declare the poll closed. Link Market Services is assisting us today with the voting process as well as the counting of online votes, and they will scrutinize the counting. The results of the meeting will be lodged directly with the ASX shortly following the meeting. As there is no other business to be considered, I'd now like to pause for a minute and see if there are any questions from unitholders.

There have been 2 questions lodged for the meeting. One is when will the annual report and financial condition report for the trust be prepared, and the answer is by the end of August. And the second written question we received was were we contemplating appointing a new auditor other than PwC for the REIT, and the answer is no, not at this stage. As there is no other business to be considered, I thank you for your attendance and now declare the meeting closed. The poll will remain open for a further 5 minutes, and unitholders who have not already voted may lodge their online votes during that time. Thank you very much for your attendance, and good afternoon.