Essentra plc (ESNT) Earnings Call Transcript & Summary

Good afternoon, and welcome to the Essentra plc Annual General Meeting. [Operator Instructions] I'd now like to hand you over to Steve Good, Chairman.

Hello, and welcome to Essentra plc 2025 a Annual General Meeting. I am Steve Good, Chairman of your Board, and I will chair this AGM. As you know, I was appointed to the Board in July last year, and it's a great pleasure to both be the Chairman of your company and to meet you today. It's now 1:00 p.m. We have a quorum present, so I declare the meeting open. I'm joined by here by my Board colleagues; Scott Fawcett, Chief Executive; Mary Reilly, Senior Independent Director and Chair of Audit and Risk Committee; Kath Durrant, Chair of Remuneration Committee; and non-Executive Directors, Dupsy Abiola and Adrian Peace. Rowan late our CFO and Emma Reid, our Company Secretary. The format for today's meeting is that we will first deal with the formal business, then our Chief Executive, Scott Fawcett will provide a business update. Once the meeting concludes we will hope you will join us for a buffet lunch. Before going further, however, I have to hand over to my colleague Chris Butler, our Operations Director, who will brief you on what you have to do in the event of the fire of the safety matter. Over to you Chris.

Thank you, Steve. Good afternoon, welcome to Essentra. So just a couple of things is regard to safety. Hopefully everybody has been issued with a badge today. So please remember, every time you enter and exit the room that you scan your badge, that enables us to know where you are. So in the event of a fire, the fire alarm will sound. There are no planned fire roll calls today. So if the fire alarm does sound, it is a natural fire alarm. Please don't panic. Myself and my colleague here, Chris Oram, the site Health and Safety Manager, will make sure that we evacuate you safely to a safe muster point. Other than that, please stay safe while you're on site. Thank you, and I'll hand back to Steve.

Thanks, Chris. I hand over now to Emma, who will explain how voting and questions will work today.

[indiscernible] aware that this meeting is also being broadcast. So we have shareholders who are accessing this AGM online. However, those shareholders cannot vote online and cannot be heard. With regards to the resolutions, voting will be taken on a poll to reflect the number of shares held by each shareholder of the company. More than 50% of votes in favor are required for Resolutions 1 to 13 to be passed and 75% of votes in favor are required for Resolutions 14 to 17. If there are shareholders present who have already submitted a proxy form, which appoints the Chair to vote on their behalf and they do not wish to change their vote, then Steve will vote as you have instructed him. Shareholders or nominated proxies present who have not yet voted will have been given a poll card when registering for the meeting. The poll card can be found on the reverse of the attendance card. If you are unable to locate your poll card or require assistance in completing the card, please raise your hand and one of the staff from Computershare, our registrars, will help you. Please note that all poll cards need to be completed and signed and placed in the black poll box, which is with our registrar. Please note that if you do not sign your poll card, it will be treated as invalid. We will confirm the final figures for the results of the poll later today, and we'll announce it to the stock exchange as soon as possible. The figures that we will refer to during this meeting are provisional figures taken from the record of proxy votes cast by 1:00 p.m. on Monday, 19th of May. We will confirm the final figures for the results of the poll later today, and we'll announce this to the stock exchange as soon as possible. I now hand back to Steve.

Thank you, Emma. Before I move to the formal business, I would just like to thank all employees in the Essentra Group and my colleagues on the Board for their commitment, loyalty and hard work for the company. I can assure you all, it's greatly appreciated. I would also like to express the gratitude of the Board and the company to our former Chairman Paul Lester, our former CFO, Jack Clarke and to Ralf Wunderlich, Chairman of the Rem Committee, all of whom provides wise counsel and great support to the Board and the company over the last number of years. We wish them well for the future. We will now start the formal business of the meeting. Shareholders were sent a notice of this meeting on the 31st of March 2025. And as all of the agenda items are fully explained in the notice, I propose that the notice of meeting is taken as read. That's agreed. Thank you. Resolutions will be taken in groups. Resolution 5, which deals with my election will be proposed by Mary. All resolutions are proposed for approval. Many shareholders have appointed me to vote on their behalf, and I will, of course, vote as they have instructed me. The following order Resolutions 1 to 13, I proposed is ordinary resolutions and require a simple majority of 50% to be passed. Resolution 1 is to receive adopt the annual report and accounts for the year ended 31 of December 2024, this is been passed by 99% of votes. Resolution 2, 6 approval of the Remuneration Committees Chair let on the annual report remuneration for the year ended 31 of December 2024. This has passed 99% of votes. Resolution 3, 6 approval of the final divided for the financial year ended 31 of December 2024 of 1.55p per ordinary shares. This is passed 99% of votes. Resolution 4 to 10 deal with the election or reelection of directors. I will now hand over to Mary to oppose resolution 5, which is my election.

Thank you, Steve. Resolution 5 is the election of our Chairman, Steve Good. This resolution has passed by 99% of votes. The full results will be explain later today. And I pass back to Steve.

Thank you, Mary. Resolutions 4 to 10 have been passed by 88% of votes for each resolution. Resolution 11 is to appoint PwC as auditors until the end of the next general meeting. This resolution has passed 99% of votes. Resolutions 12, authorize directors to agree PwC's remuneration and this resolution has passed by 99% of votes. Resolutions 13 authorizes Board to allot shares in the company and has been passed by 90% of votes. We've not dealt with all of the ordinary resolutions. Moving on to Resolutions 14 to 17. This set of resolutions are special resolutions and require 75% majority and vote -- majority vote in favor to be passed. Resolutions 14 and 15 require Resolution 13 to have been passed. As Resolution 13 has been passed, I now propose Resolutions 14 and 15 together. Resolution 14 is similar to previous years and seeks authority to disapply preemption rights on the allotment of shares for up to an aggregate amount of 10% of the share capital. Resolution 14 has passed with 93% of votes. Resolution 15 gives the company flexibility to make nonpreemptive issues of shares in connection with acquisitions and other capital investment. This is sought for the 10% of the share capital, which is in addition to that sought in Resolution 14. We currently have no intention to exercise these powers, but believe it is important that Essentra has the flexibility that provides this in order to pursue its growth strategy. Resolution 15 has passed with 93% of the votes. Resolution 16 seeks authority to buy back the company's own shares up to 10% of the share capital. And as shareholders will be aware, we are operating a share buyback program, and this resolution allows continuation of that commitment. Resolution 16 has passed with 99% of the votes. Resolution 17 allows the general meeting to be called on not less than 14 days' notice and has passed with 91% of the votes. This completes all formal -- today's formal business. I'm pleased to declare that all resolutions are carried, and thank you for your support. I will now hand over to Scott, who will provide with the trading update.

Thanks, Steve. So we had a trading update, which was published this morning by our [indiscernible] just give you the key highlights there. So [indiscernible] group trading is in line with expectations for the first 4 months of the year. Group revenue is declined by 1.3% on a like for like trading data, it is compared with this time last year. Encouragingly beyond that trading we saw an improvements in order intake through the press period led specifically by the European EMEA region. As per our expectations that we set out for the full year, we are expecting market recovery to vary by region as we trade through 2025. We've seen that come through in the first 4 months. EMEA has seen a mid-single-digit volume decline through the period, again, an improvements in rate following the second half of last year. Pleasingly, the Americas has seen a return to low single-digit growth in the period, continuing the progress through the end of last year. And Asia Pacific has maintained its positive growth with a mid-single-digit volume growth in the year. And that theme has been continuing with the export of the Access hardware business into the Rest of Asia Pacific as a key driver there. We spent a lot of time, as you may expect, during the first 4 months of the year, looking at our exposure to tariffs and the many scenarios that have been forced on the business. Fundamentally, Essentra is in a very good place to manage the impact of tariffs. We have a broad footprint and predominantly a local-for-local manufacturing capability. So the majority of products that we sell in a region are made in the region. Therefore, direct impact is limited. Because of the nature of the products we're supplying, we're selling these low-cost essential components. We have started to pass through incremental costs where tariffs have taken place, and that's progressing well. And we also have other actions looking like the redirection of manufacturing, resourcing of materials, again to manage any direct implications. So overall, we're in a position we can fully mitigate the direct impact of tariffs given our strong footprint and the options we have, especially around pricing. However, it's too early to really determine the indirect impact of tariffs on the wider industrial markets and the demand. We are very well positioned to gain and manage this uncertainty, and we are seeing ourselves winning new business as a result of tariff uncertainty given our strong local-for-local capability as well. So with all that together, the outlook for the Board has remained unchanged. We recognize mindful of the more uncertain economic backdrop, but we continue to take a balanced view to cost control, investing appropriately where we see opportunities for growth and continue to assess bolt-on acquisition opportunities that can help us drive forward and deliver our midterm strategic plans and targets that we have shared with the market historically. So with that, I will hand back over to Steve.

Thank you, Scott. I will now ask to take questions from shareholders. Okay. As there are no questions and there is no further business, I will now call the meeting to close. For those able to please do join us for lunch. That concludes the formal business of the meeting, and I declare the 2025 AGM closed. And thank you for joining us today.