Datalex plc (DLE) Earnings Call Transcript & Summary

Ladies and gentlemen, I would like to welcome you to this meeting, which is an Extraordinary General Meeting of Datalex plc., held on the 10th of February 2021 at 12:00 noon. The Secretary has informed me that there is a quorum present, so I declare the meeting open. I'm David Hargaden, the company's Chairman. Your full Board are on open conference line, along with certain of the senior management of the company. As a consequence of the COVID-19 emergency measures introduced by the Irish government, which require people to stay at home and strict public gatherings, we've asked that shareholders refrain from attending this EGM. By way of background, this meeting has been convened for the specific purpose of considering resolutions relating to proposed changes to the process for settling trades in our shares. These changes are required as a result of Brexit, and we'll see a migration of security settlement in the company's shares move from the existing system known as CREST to the replacement system, Euroclear Bank. Until now, transactions in the shares of Datalex have been settled through CREST. However, after Brexit, it will no longer be possible for Irish companies to use the CREST system, and Datalex, like all other Irish incorporated and traded PLCs, will have to migrate settlement to another system based within the EU, called Euroclear Bank. This is a necessity as there is no meaningful alternative for settlement. While it will not materially affect the fundamental rights and benefits of shareholders have by owning their shares, the Euroclear Bank system, which is an intermediated system, is administratively and legally more complicated than the CREST system. For those of you who hold your shares in paper outside of CREST, there will be no change to what you own and how it is held. It is necessary under law to get your approval to make this change to the way trades in our shares are settled, and we, therefore, request your approval of the resolutions being proposed today. Failure to pass the resolutions would result in adverse consequences for shareholders and put at risk at the continued admission of the company's shares to trading and listing on Euronext Dublin. Subject to the approval of the resolutions, it is intended that migration of the company's shares will occur as part of the market migration, which is expected to occur in mid-March 2021. The notice of the meeting, together with an explanatory circular, which sets out a great deal of the additional information on the settlement migration and how it is to be implemented, how shares are to be held following the migration and the range of rights and services that will be available via the Euroclear Bank System, was posted to shareholders on the 15th of January 2021. Accordingly, the requisite notice of the meeting has been given, and I propose that, with your consent, the notice of meeting should be taken as read. Voting on the resolution will be taken by poll, and I now ask our General Counsel and Company Secretary, Neil McLoughlin, to explain the procedures we will follow today and read out the proposed resolutions. Neil?

Thank you, David. Given the restrictions on shareholder attendance at the meeting and in accordance with the Articles of Association of the Company, voting will be done by way of poll, which is a written vote on all of the resolutions. This allows you, our shareholders, the opportunity to participate in the decision-making of the company and have your votes recorded in proportion to the number of shares you hold. We've appointed Computershare, the company's registrar, to act as scrutineers. The poll will be held at the end of the meeting. The votes cast will be verified under the scrutiny of the Registrar's Computershare, who will report the total votes cast for and against the resolutions and of any abstentions. As the poll will take some time to be conducted, we propose to close the meeting after the taking of votes, and the results of the poll will be announced as soon as possible by RNS and on the company's website, datalex.com. We will now proceed to the formal proposal of the resolutions to the meeting. The full text of each of the resolutions is set out in the notice of the meeting, a copy of which you will have received. And I propose Resolution 1 to the meeting as set out in full in the notice. Resolution 1 is being proposed in order to satisfy the requirements of Sections 4, 5 and 8 of the migration of participating Securities Act 2019 to the shareholders of the company. The path to resolution called a special resolution in the migration act to approve the company giving consent to the migration. The Migration Act requires that the special resolution be approved at the General Meeting, at which there is an attendance, at least 3 persons holding or representing by proxy at least 1/3 in nominal value of the issued shares of the company. Resolution 1 is being proposed as a special resolution, which means that it must be approved by 75% or more of the votes cast at the meeting. If Resolution 1 is approved, the consent of the company to the Migration Bill -- to the migration while subject to market migration proceeding be given by Board resolution. This will be published by an announcement through regulatory information service when it occurs, and it is expected that Euroclear Bank service to Irish securities will be in operation by mid-March 2021. The poll on this resolution will be held at the end of the meeting. I now propose Resolution 2 to the meeting. As set out in full in the notice of the meeting, Resolution 2 is also being proposed as a special resolution to approve and adopt new articles of association of the company to facilitate the new arrangements required as a result of the migration and to take account of changes introduced by the Migration Act. A copy of the articles of association of the company has proposed to be adopted and has been signed by the Chairman of this meeting for identification purposes. I now propose that subject to the adoption of Resolution 1 and subject to the Board or Committee of the Board adopting a resolution to implement the migration as described in Resolution 1, the Articles of Association of the company, which have been signed by the Chairman and approved and adopted, be approved and adopted as the new Articles of Association of the company to the exclusion of the existing articles of the company. An explanation of the proposed changes to the articles of Association is contained in Part 8 of the circular and a marked version of the changes has been made available on the website. These changes include an amendment to the articles of association to enable the directors to take all steps necessary to implement the provisions of the Euroclear Bank migration guide, including, where considered necessary or desirable, the appointment of an agent to affect the migration on behalf of all holders of relevant securities. The poll on this resolution will be held at the end of the meeting. I now propose Resolution 3 to the meeting as set out in the notice, which is being proposed as an ordinary resolution. By Resolution 3, the company is requesting that shareholders authorize the Board to take certain procedural steps which are not specifically provided for in the Migration Act, but which the Board considers necessary or desirable to implement the migration, including the authority to appoint parties to act as your agent in order to implement the migration. It's expected that any such arrangements will be in substantial conformity with the measures taken by all listed Irish-traded issuers which participate in the migration. The adoption of Resolution 3 is conditional upon the passing of Resolutions 1 and 2. The poll on this resolution will be held at the end of the meeting. So Mr. Chairman, that concludes the formal proposal of the resolutions to the meeting. Let me now turn to the poll voting procedures. The Chairman has directed that a poll be taken on each of the Resolutions which has been put to the meeting. The procedure for conducting a poll is as follows. Votes may be given by the registered holders of ordinary shares present here either in person or by proxy and entitled to vote. Every such holder has 1 vote for every ordinary share held. The Chairman will also vote on behalf of those holders who have sent a proxy instruction to the company appointing the Chairman of the meeting to vote on their behalf. And we thank all shareholders who have voted by proxy on this occasion given the restrictions on gatherings due to the ongoing COVID pandemic. After the poll is being conducted, the votes cast will be verified under the scrutiny of Computershare by reference to the registered members and the list of authenticated proxies received by the company. Computershare will report the totals of all votes cast for and against the resolutions and the number of votes withheld. Now let me hand back to the Chairman. [Voting]

Thank you, Neil. Subject to publication of the poll results, that concludes the business of the meeting. With your approval, I declare the meeting and the polls closed, and thank you for your attendance. We will publish the results of the polls by RNS and on the company's website as soon as possible today. Thank you for your continued support and for joining us today, and I very much hope to have the opportunity to meet with you in the near future. Thank you.