Envirosuite Limited (EVS) Earnings Call Transcript & Summary

Good morning to also the shareholders. My name is Colby Manwaring, and I am the Chair of Envirosuite Limited. On behalf of the directors, I'm pleased to welcome you to the scheme meeting. Today is an important day for Envirosuite where shareholders will be able to determine the future of the company. This meeting relates to the scheme of arrangement under which all of issued shares in Envirosuite proposed to be acquired by Ideagen EVS BidCo Pty Limited, an indirect wholly owned subsidiary of Ideagen Limited, which I will refer to in this meeting as Ideagen or Ideagen BidCo. It's now slightly past 9:00 a.m. in Melbourne, Australia being the scheduled commencement time for the scheme meeting as a quorum of shareholders is present, I declare the scheme meeting open. The notice of meeting convening the scheme meeting was dated 1 July 2025, and included in the scheme booklet that was made available to Envirosuite shareholders. The notice of meeting was given in accordance with the orders made by the Federal Court of Australia on 1 July 2025. And this scheme meeting has been convened in accordance with the orders of the Federal Court of Australia as well as Envirosuite Constitution. We will take the notice of scheme meeting and the resolution to be considered at the scheme meeting as read. If you need technical assistance during today's meeting, please call 1300 737-760 within Australia or plus +61 9290-9600 outside of Australia. You can also refer to the online meeting guide, which is available from our scheme website and in Annexure F of the scheme booklet. If we experience any technical difficulties during today's meeting that results in a significant number of shareholders being unable to reasonably participate, I will adjourn the meeting, and we would hope that any technical issues could be resolved quickly, and we will reconvene the meeting once resolved. Please check the ASX if this eventuates. Order of events today. First, I will introduce the Envirosuite board and our senior leadership team here with me today. I will then provide my address as Chair. Next, I will outline the procedural matters for the scheme meeting. After this, I will present an overview of the proposed scheme detailing the Board's recommendations. Reasons to vote forward against the scheme, the findings of the independent experts, the status of conditions precedent to the scheme and the timetable for implementation of the scheme. Following this, we will turn to the formal business of the scheme meeting and Envirosuite shareholders will have the opportunity to ask questions in relation to the scheme and the scheme resolution. I will then ask all shareholders present and voting to cast their votes on the scheme resolution. Before we progress to the remainder of the scheme meeting, I would like to introduce you to the members of the Envirosuite Board who are present with me here today. Mr. Jason Cooper, Chief Executive Officer and Managing Director; Mr. Stuart Bland, Non-Executive Director; and Mr. Eric Winsborrow, Non-Executive Director. We are also joined by members of our senior leadership team. Ms. Emma Stepcic, the Chief Financial Officer; Mr. Adam Gallagher, the Company Secretary. Also present are representatives from our financial and legal advisers, MA Moelis Australia and the King & Wood Mallesons. Representatives from our share registry boardroom are also present and will assist in the polling of votes. I will now present my chair address. We will then proceed to the procedural matters and formal business of the meeting, where there will be an opportunity to ask questions. Dear fellow shareholders, when I addressed you at the 2024 Annual General Meeting in November of last year, I spoke of our optimism and focus on executing our growth strategy, particularly through our industrial and aviation businesses and our valued partnership with Hitachi Construction Machinery. Since then, the Board and executive team have continued to work diligently to pursue and evaluate all opportunities to deliver value for our shareholders. After a review process and engagement with a range of parties, our pursuit of opportunities to deliver shareholder value has resulted in our entry into a scheme implementation deed with Ideagen, which provides for Ideagen BidCo to acquire all the issued shares in Envirosuite at a price of $0.09 per share by way of a scheme of arrangement under Part 5.1 of the Corporations Act. The decision to enter into this scheme did not come lightly. It follows sustained engagement with market dynamics, industry players and investors. And most importantly, and deep analysis of the best path forward to unlock value in the current global landscape of environmental sustainability. The offer presented by Ideagen has been assessed as fair and reasonable and in the best interest of Envirosuite shareholders by the independent expert, subject to the independent expert continuing to conclude that the scheme is in the best interest of Envirosuite shareholders. The Board unanimously believes that this transaction is in the best interest of our shareholders, our customers and our team. In reaching this point, we remain proud of what we have achieved. Our strategic partnership with HCM, our pioneering work in both the aviation and industrial sectors and our relentless pursuit of enabling responsible, sustainable industry through environmental intelligence have built a powerful and respected brand. We believe that the proposed transaction with Ideagen is an opportunity to broaden our offering and success. I recommend that you vote in favor of the scheme in the absence of a superior proposal and subject to the independent expert continuing to conclude that the scheme is in the best interest of Envirosuite shareholders. I want to take this opportunity to sincerely thank our shareholders for your engagement, encouragement and support over the past year. Your feedback, your confidence and your continued belief in our mission have helped shape the path that we've taken. Whether through formal interactions or ongoing investor dialogue, your input has been integral as we've navigated evolving industry conditions and strategic decision-making. Thank you. I'll now talk through the procedural matters for the scheme meeting. This scheme meeting is being held as a virtual meeting only. This allows Envirosuite shareholders, proxies, attorneys and representatives to attend and vote in the meeting virtually via Lumi, the online scheme meeting platform. All attendees can also watch a live broadcast of the meeting. For the purpose of determining the eligibility and entitlement to vote at this scheme meeting, Envirosuite shares will be taken to be held by the persons who are registered as Envirosuite shareholders as at 9:00 a.m. Melbourne time on Wednesday, 30 July 2025. Eligible shareholders, proxies, attorneys and representatives of those Envirosuite shareholders are entitled to vote on the scheme resolution. As well as voting on the scheme resolution, you will also have an opportunity to ask questions online. If you wish to submit a question, look for the question function on Lumi. Questions will be posed to the Chair at an appropriate time in the meeting before voting on the scheme resolution closes. If you wish to submit a verbal question, please head to the online meeting guide to find your local number and follow the instructions. As set out in the notice of the scheme meeting, we have determined that the scheme resolution will be conducted by way of a poll. Shareholders, their proxy holders, attorneys and corporate representatives are entitled to vote on the scheme resolution. The results of the poll will be declared and released to the ASX later today. If you are eligible to vote in the scheme meeting, a polling icon will become available on your screen. Selecting this icon will bring up the scheme resolution to vote for and allow you to cast your vote. To cast your vote, simply select one of the options. There's no need to press submit or click enter as once your selection is made, the vote will be automatically recorded. As Chair of the meeting and as detailed in the notice of the scheme meeting, where authorized, I will vote all valid undirected proxies in favor of the scheme resolution. I now declare the poll open. You may vote at any time from now up until the time I declare the voting is closed. We'll now move to an overview of the scheme. The purpose of this meeting is for Envirosuite shareholders to consider and if thought fit, to approve the proposed acquisition of Ideagen Bidco of 100% of the shares in Envirosuite by way of a scheme arrangement. Details of the scheme of arrangement were outlined in the detail of the scheme booklet, which was made available to shareholders in accordance with the orders of the Federal Court of Australia made on 1 July 2025. Ideagen is a private company registered in the United Kingdom and was privatized in July 2022 following the acquisition by a number of funds managed by Hg Pooled Management Limited and advised by HgCapital LLP. Ideagen is the primary trading entity of the Ideagen Group, which provides SaaS-enabled governance, risk, health and safety, compliance and collaboration software to around 16,000 global organizations across aviation, government agencies, accounting firms, aerospace, pharmaceutical companies and food and drink brands. If the scheme is approved and implemented, in return for the transfer of all Envirosuite shares to Ideagen BidCo, Envirosuite shareholders will receive $0.09 in cash for each Envirosuite share held at the record date, which I will refer to in this meeting as the scheme consideration. Accordingly, if the scheme is implemented, Ideagen will own 100% of Envirosuite. The scheme consideration I've just referred to represents a 109% premium to the last closing price of Envirosuite shares prior to Envirosuite's announcement on 24 July 2025. The scheme is subject to satisfaction of a number of conditions, including Envirosuite shareholder approval as proposed by the scheme meeting and court approval. The scheme can only proceed if, among other conditions, the requisite majority of Envirosuite shareholders approve it. The Board -- Envirosuite Board of Directors unanimously recommend that shareholders vote in favor of the scheme and in the absence of a superior proposal and subject to the independent expert continuing to conclude that the scheme is in the best interest of Envirosuite shareholders. Subject to those same qualifications, each Envirosuite director intends to vote all of the Envirosuite shares held or controlled by them in favor of the scheme. Envirosuite shareholders should have regard to the interests of the Envirosuite directors when considering the directors' recommendation. These details were disclosed in Sections 7.3, 7.4, 7.5 and 7.6 of the scheme booklet. While the Envirosuite Board is confident in the long-term fundamentals and growth prospects of the company, we believe the scheme offers a compelling opportunity for shareholders to realize the immediate value of their investment in Envirosuite. At this point, no superior proposal has emerged and the Board is not aware of any superior proposal that is likely to emerge. The scheme represents the culmination of an extensive and meaningful period of engagement between Envirosuite and Ideagen as well as discussions with other parties who expressed interest in Envirosuite. The Envirosuite Board has carefully considered the proposed scheme and evaluated a range of advantages, disadvantages and potential alternatives in arriving at its recommendation. The Envirosuite Board has identified a number of reasons why you should vote for or may consider voting against the scheme. In summary, the Envirosuite Board believes that the scheme is attractive -- it's an attractive offer for the following reasons. One, the scheme represents an attractive premium of 109.3% to the undisturbed Envirosuite share price. Two, the consideration is payable in cash with the scheme not being conditional on any funding approvals. And third, the scheme is subject to limited conditionality and is not conditional on financing or diligence. These reasons are set out in detail in Section 1 of the scheme booklet and are summarized on the current slide on the screen. The Envirosuite Board appointed Grant Thornton Corporate Finance as the independent expert to assess the merits of the scheme. The independent expert has concluded that the scheme is fair and reasonable and in the best interest of the Envirosuite shareholders in the absence of a superior proposal. The reasons why the independent expert reached these conclusions are set out in the independent expert's report, a copy of which is included in Annexure A of the scheme booklet. The independent experts' conclusions are set out in the current slide. The independent expert assessed the underlying value of Envirosuite shares to be in the range between $0.0767 to $0.1009 per Envirosuite share. The scheme consideration is within the range of the independent expert's fair market value of Envirosuite shares on a control basis. The implementation of the scheme remains subject to a number of customary conditions precedent, which are set out in the scheme booklet. These conditions precedent include: one, approval of the scheme resolution by Envirosuite shareholders at this meeting. For the scheme to proceed, votes in favor of the resolution to approve the scheme at the scheme meeting must be received from a requisite majority of Envirosuite shareholders. A requisite majority is defined as a majority in number, more than 50% of Envirosuite shareholders who are present and voting either in person or by proxy, attorney or in case of corporate Envirosuite shareholders by corporate representative. And two, at least 70% -- 75% of the total number of votes cast on the resolution to approve the scheme. Condition 2, approval of the scheme by the Federal Court of Australia at the second court hearing. If the scheme is approved at today's meeting, Envirosuite will seek the approval of the Federal Court of Australia to implement the scheme. The second court hearing is scheduled for 10:15 a.m. Melbourne time on Friday, 8 August 2025. Condition 3, FIRB approval. The scheme was subject to regulatory approval from the Foreign Investment Review Board. Ideagen advised that FIRB approval was received on 20 June 2025. As such, this condition precedent has been satisfied. Other customary conditions are included. Please note that the scheme implementation needed outlines a number of other customary conditions, which must be satisfied or waived for the scheme to be implemented. A summary of these conditions has been set out in the scheme booklet in Section 3.4. The Envirosuite Board are not currently aware of any circumstances that would prevent any of the outstanding conditions precedent from being satisfied or waived prior to the second court hearing. The indicative timetable for implementation of the scheme, if it is approved, is on the current slide. As already mentioned, the second court hearing is scheduled for 10:15 a.m. Melbourne time on Friday, 8 August 2025. If the court approves the scheme, it will become effective and will be binding on Envirosuite shareholders on Monday, 11 August 2025. On this day, Envirosuite shares will be suspended from official quotation on the ASX from the close of trading. The record date will then be 5:00 p.m. Melbourne time on Wednesday, 13 August 2025. Envirosuite shareholders who hold Envirosuite shares at this time will be entitled to receive the scheme consideration. If an Envirosuite shareholder sells their Envirosuite shares before the record date, they will not be entitled to receive the scheme consideration. Envirosuite shareholders will be paid the scheme consideration to which they are entitled on the scheme implementation date, which is expected to be Wednesday, 20 August 2025. These dates are indicative only and are subject to all necessary approvals from the court and other regulatory authorities. If the outstanding conditions precedent are not satisfied or waived or the scheme is not approved, the scheme will not proceed and Envirosuite will continue as a stand-alone entity listed on the ASX. We'll now move to the formal business of the scheme meeting. I now refer you to the single item of business as set out in the notice of the scheme meeting to consider and if thought fit, to pass the following resolution in accordance with Section 411(4)(a)(2) of the Corporations Act ,"that pursuant to an importance with Section 411 of the Corporations Act, a, the arrangement proposed between Envirosuite and the holders of its ordinary shares as contained in and more particularly described in the scheme booklet accompanying the notice of convening this meeting is agreed to; and b, the directors of Envirosuite are authorized to agree to any alterations or conditions as are thought fit by the court and subject to the approval of the scheme by the court, the Board of Directors of Envirosuite is authorized to implement the scheme with any of those modifications or conditions." Proxy votes received in respect of this resolution are displayed on the screen. We will now move to the question-and-answer session in relation to the scheme and the scheme resolution. As a reminder that this is a shareholder meeting, only Envirosuite shareholders and appointed proxies are entitled to ask questions.

Adam, do we have other questions?

Yes, Colby. We received several questions. I'll start with questions that we received from a shareholder just prior to the meeting. The questions are a little long, so just bear with me. They start with proposition. First question, the latest annual report says we have 4,516 shareholders, which is a lot for a company capitalized at only $126 million. What sort of solicitation campaign did we run to get out the vote at today's scheme meeting and how many shareholders voted? Are we happy with this level of retail engagement in such a pivotal transaction for the company?

Thanks, Adam. The process we followed was consistent with usual practice. We followed all required process steps. All shareholders received the meeting notification and of course, the scheme booklet required with all information. Additionally, we sent several reminders to vote. And as displayed previously on the slide, we have had a good turnout with proxy votes prior to this meeting, and we have a number of shareholders on here today. Thus, we are confident that all shareholders have had an opportunity to consider and to participate in the voting.

Thanks, Colby. The second question from the same shareholder. Why didn't we offer a hybrid scheme meeting, which also enables shareholders to participate in person? Also, very few of our 4,516 shareholders will have tuned in to watch this online scheme meeting live. Will you publish a full archive of the meeting on your website at least until the takeover closes. For the benefit of those shareholders who didn't tune in live even better, why not lodge a full transcript with the ASX?

Consistent with increasingly common practice having regard to people's movement in a more online world, we consider this an appropriate forum, this online meeting an appropriate forum for the scheme meeting, actually enabling more shareholders to attend than would be possible in person at a location in Melbourne. As this scheme is not a takeover after today, the scheme will follow usual implementation process and does not require further input from shareholders. Regarding lodging a full transcript, the meeting presentation as well as my Chairman's address has been released to the ASX this morning.

Thanks, Colby. The third question from the shareholder was, what has been the history of our relationship with Ideagen? Did we have any takeover discussions with them before they were acquired by London-based private equity firm, Hg for USD 1.3 billion in 2022. Also, have any of our directors or senior executives being offered or signed contracts to provide ongoing services to Hg once the takeover completes?

Thank you. Envirosuite and Ideagen have engaged in a collaborative and constructive discussion to date. Both parties held exploratory discussions in 2024 to assess strategic alignment between both businesses. This progressed to the receipt of the NBIO in February 2025, of course, followed by a period of due diligence, which covered operations, financials, technology, product, legal, HR, et cetera. Following this extensive due diligence process and extensive negotiations, Envirosuite then entered into a scheme implementation deed with Ideagen in May 2025. That's a quick summary of the engagement. Regarding the second part of the question, we are not aware of any executives who have been offered engagements to provide any ongoing services to Hg. There is no relationship pending nor consummated in relation to Hg.

Okay. If the Chair permits, we will ask the fourth question from this shareholder noting that we haven't received any other questions from other holders at this point. We have some time. This is more -- this is more of a sort of reflective macro-type question, but we'll put it anyway. Australia is currently in the midst of an unprecedented deluge of takeovers that has contributed to listed entities on the ASX dropping in 27 of the past 29 months for a net reduction of 211 or 9.2% to 2.083 on June 30, 2025. There were a record 27 major takeovers above $100 million completed in '24, '25, and now we've joined the exodus. Why do you -- why does the Chair and CEO believe this is happening? There is a clear mispricing between public markets and private markets, but there is also a problem with the scrutiny and extra regulation of smaller ASX-listed companies, which they benefit from index investing. Does the Chair agree this is a problem for the nation, particularly with so few new floats replenishing the ASX ranks, Colby?

Well, I believe that question is well outside the scope of the meeting today. I will note on a personal level, this is not -- that, that situation is not unique to Australia. Globally, private equity is increasingly taking companies private from public listings. The mispricing, the price differentials, again, I can't comment on that, not knowing all of that. But interesting, the statistics about the ASX there, but again, not unique to the ASX. I think that's as far as I can comment on the macro environment of privatizing public companies. Thanks, Adam.

Thanks, Colby. At this point, it confirmed that there are no further questions that have been put. Just noting that if shareholders do have questions, it is open to them to e-mail us or phone us at any time, and we will endeavor to respond.

Thank you. Right. Moving to the scheme vote. I advise all shareholders that the poll on the scheme resolution will shortly close. If you have not yet submitted your votes via the online platform, you should do so now. [Voting]

Thank you. We will -- I now declare the poll closed. Formal results of the poll will be released to the ASX and the company's website later today. I would like to thank everyone for their attendance and for your time today. I now declare the scheme meeting closed for all purposes.