Crest Nicholson Holdings plc (CRST) Earnings Call Transcript & Summary

Hello, and welcome to the Crest Nicholson AGM Call. My name is Rinkal, and I will be your coordinator for today's event. Please note, this conference is being recorded. [Operator Instructions] I will now hand you over to your host, Peter Truscott, to begin today's conference. Thank you.

Thank you. Good afternoon, ladies and gentlemen. Thank you for joining us in our 2020 Annual General Meeting. My name is Peter Truscott, and I'm the Chief Executive, Crest Nicholson. This meeting was postponed from 10:30 a.m. this morning at Brooklands Hotel to our registered office here at Chertsey to 12 noon today. We also have some shareholders listening to the meeting via conference call. After the Annual General Meeting has concluded, we will take questions from those listening via our conference call. As part of responding to the COVID-19 extraordinary situation, we have kept physical attendance from the company and Board to a minimum here today. As such, in the room here from the company as well as myself, I have our Company Secretary, Kevin Maguire. The Chairman of the Board, Iain Ferguson, is listening via conference call and will be hosting the questions and answers session after the Annual General Meeting. Our other Board of Directors are also listening. We will move quickly through the main business of the meeting. As such, I propose to the meeting that I am appointed Chairman of the meeting. Can I please have a show of hands for those in favor? [Voting]

Thank you. Can I have show of hands against? [Voting]

Thank you. I declare the motion carried, and I'm, therefore, appointed as Chairman of the meeting. As Chairman of the meeting, I declare this meeting called and open. We're not expecting a fire alarm practice, so if the alarm sounds, we will vacate the room and follow the emergency exit signs. Please make sure that your phones are switched off or are on silent mode. We do not allow photographs to be taken or the meeting to be recorded or transmitted other than via our conference call facility. Given the extraordinary situation presented by COVID-19 and the range of measures recommended by the government around social distancing, we are keeping the proceedings today to a minimum to allow the meeting to take place. We thank shareholders for their understanding during this difficult time. I will now briefly explain the procedures we shall follow for today's meeting. The notice convening the meeting sets out 18 resolutions, which will be proposed since and for the reasons set out in our stock market announcement on the 19th of March 2020, the Board has taken the difficult decision to cancel the final dividend, otherwise payable on 9th of April 2020, and Resolution 2 is therefore withdrawn. There are, therefore, 17 resolutions being proposed today. With your consent, I propose to take the notice convening the meeting as read. Thank you. Before we move to the formal business of the meeting, I would like to invite any questions from the shareholders here in the room who wish to ask their questions within the meeting itself. There will also be a chance for you to ask questions as part of the questions-and-answer session after the main meeting. I propose we take all questions from shareholders here in the room now on the business of the Annual General Meeting, including on the resolutions before moving on to the formal business of the meeting. If you have more than one question, please ask them all at the same time. When asking the question, please state your name and whether you are a shareholder or identify who you are representing. Please direct all questions to me as Chairman of the meeting. I'll then pass questions to the other members of the Board as appropriate. Given the need to maintain appropriate social distance, I'll repeat who you are and the question for the benefit of those listening remotely. May I have the first question? There are no questions from shareholders present. I will explain now the voting and how it works today. To more accurately reflect the views of shareholders of the company, voting today will be done by way of a poll on each of the resolutions put to the meeting. This is seen as best practice as it gives all shareholders the opportunity to participate in the decision-making of the company, and have their votes recorded even if they are unable to attend the meeting in person. I'm appointing Equiniti, the company's registrars to act as scrutineers. May I remind you that only shareholders, their proxies or the corporate representatives of any corporate shareholder are entitled to vote. Poll cards have been issued at registration to those who are entitled to vote and should be completed by printing clearly the full name of the shareholder, including any joint holders and if applicable, the full name of the proxy or the corporate representative. As we get to the resolutions, please place across in the appropriate box to vote for or against the resolution or to withhold your vote. A vote withheld is not a vote in law and will not be counted in the calculation of the proportion of the votes for or against a resolution. If there is anyone who thinks they should have a poll card, but does not, please raise your hand and someone will attend to you. If you have already returned a formal proxy, your votes will automatically be included in your voting. So unless you wish to change the way you instructed your proxy to vote, you do not need to complete the poll card. However, if you still wish to vote, you may do so. Your poll card will override any previous voting instruction. As it will take some time to complete the poll procedure, the final results of the voting will be announced at the London Stock Exchange and published on our website as soon as possible after the meeting. I would also like to take this opportunity to thank Leslie Van de Walle, Deputy Chairman, who is stepping down from the Board at this meeting and is not standing for reelection. Leslie has made a significant contribution to the Board over the last 2 years and leaves us with our heartfelt thanks. We will now proceed to vote on the resolutions. Resolutions 1 and 3 -- 1 and 3 to 15 are proposed as ordinary resolutions and require simple majority to be passed. Resolutions 16 to 18 are proposed as special resolutions and require a majority of 75% vote in favor of the resolution. Your poll card indicates the resolution number and the subject of that resolution. Please now complete your poll cards for all resolutions. I would like to remind you that the Board unanimously supports each resolution proposed and recommends a vote in favor of them all. Please, can you place your poll card on the table near the attendant when leaving the room. [Voting]

Ladies and gentlemen, that brings us to the end of today's formal proceedings. Thank you for your patience. That concludes the business of this meeting, and I declare the meeting closed. The final results of the meeting will be announced to the market through our regulatory information service and posted on our website as soon as practicable. We now ask that you leave the meeting venue and dial in for the shareholder Q&A from outside the meeting if you wish to participate. We will now pause just for a few minutes before starting the question-and-answer session hosted by Iain Ferguson. Thank you. We're now able to pass on to Iain Ferguson, who will host the questions and answers session.

Good morning, everybody. Iain Ferguson here. Thank you very much indeed, Peter, for taking us through the AGM. Thank you also to all of our shareholders who are on the call for your understanding during this very difficult time. Perhaps I should just ask Rinkal to remind us the procedure whereby you can ask a question. Rinkal, could we just ask you to repeat the instructions, please?

[Operator Instructions]

And while we're waiting for people to ask questions, if they wish to, 2 things I would like to just add. First of all, I would like to add my own thanks to Leslie Van de Walle, who retires today as our Deputy Chairman. He has contributed hugely to Crest Nicholson over the last 2-or-so years he's been on the Board. And we do owe him a great debt gratitude. So thank you very much, Leslie. The second thing is just to say that we have posted on the website today, 9 questions and answers. The questions, which we believe will be the ones which most people might want to ask. So there are 9 questions and 9 answers, which have been posted on the website this morning. You can find them on the tab under AGM 2020. Rinkal, do we have any questions?

Yes, we do. Our first question comes from the line of [ Stephen Stone ].

I mean, clearly, these are very difficult times for every house builder and all of the subcontractors and suppliers associated with U.K. housebuilding. So question for me is, has the company or the CEO been in contact with Homes England over recent days. I'm aware from [ market boards ] that both the Housing Minister and Homes England are looking to put in place a range of initiatives to help support house builders at this time and to keep the subcontractor base. So question is, have we been in contact with Homes England and any relevant housing minister?

Yes, [ Stephen ]. It's a good question. It's also one of the questions, which is on the website, too. As you will know, there is a regular and very long-standing and very good dialogue with the government and with the variety of other bodies. And of course, that goes back to your own time in the company. As you will also understand, these conversations are held very much on a private basis. And therefore, as they will contain commercially sensitive information, we can't really disclose the content of them. But I can assure you that Peter and Tom and his colleagues are very actively in conversation. And we have a good relationship, particularly with the Minister, Robert Jenrick, who has visited very recently one of our sites. So I think that -- it's a good question. Thank you for asking it. It allows us to amplify further that we are very much and -- very much in active dialogue with the government, and we will hope to continue to be so.

Okay. And then I had a second question, which was, I mean, clearly, it's disappointing, but understood why the dividend was canceled at a very late date. A number of other companies are asking staff to take -- reduce their salaries. Is the Crest Nicholson Board intending to lead by example and for the Board to reduce their base salaries to further improve the cash flow?

As we -- again, it's a good question. Again, it's one that's covered on the web for those who want to read an answer. But the answer to that is, of course, if we come to the stage where we need to reduce the cost base even further, that's one of the things that we will clearly consider. And of course, the Board would wish to lead by example, that's where we come to, [ Stephen ].

We have no questions in the queue. [Operator Instructions]

Rinkal, it looks as if we may have exhausted people's desire to ask questions. I guess, maybe give it 1 more minute and if there are no further questions, I think we will say that this part of the procedure is also completed and allow people to go about their daily work.

Absolutely.

Okay. I think that we have no further questions. So thank you all very much indeed for attending. Let us all hope that we can look forward to getting back to a much more normal situation. We have mentioned in our AGM announcement that if later in the year, we are able to hold a meeting, if shareholders were to require that or were to wish that, we will certainly consider it, but it will, I think, be much later in the year. So may I wish you and all of your families, all the very best in these very troubling times, and thank you for attending on this call. Thank you all very much. Thank you, Rinkal.

Thank you for joining today's call. You may now disconnect your lines. Host, please stay on the line and await further instructions. Thank you.

Thank you, Rinkal.