Hutchison Telecommunications (Australia) Limited (HTA) Earnings Call Transcript & Summary

Well, good morning, everyone. My name is Barry Roberts-Thomson, and I am Deputy Chairman of the Board and Chairman of this meeting. As permitted by the Corporations Act and the constitution of the company, the 2023 Annual General Meeting is being conducted as a hybrid meeting. The Board considered it prudent to hold the 2023 Annual General Meeting in this manner to ensure maximum shareholders safely participate in this meeting. Shareholders are able to submit direct votes or proxy votes and questions ahead of the meeting and to attend the meeting live and ask questions in real time using an online webcast platform provided by the share -- company share registry, Link Market Services. I'm very pleased therefore to welcome all shareholders present physically at the meeting and those joining online today through the online webcast platform. Shareholders using the online platform via their personal desktops, laptops, smartphones and tablet devices will be able to listen to the meeting in real time and ask questions online during the meeting as well as cast their votes on the resolutions as set out in the Notice of the Meeting. I also thank those shareholders who have lodged their voting instructions via their voting proxy forms in the manner as set out in the Notice of the Meeting. With me in person today in Sydney are Mr. Justin Gardener, the Nonexecutive Director and Chairman of the Audit and Risk Committee; Melissa Anastasiou, Nonexecutive Director; Mr. John Scanlon, Nonexecutive Director; and Swapna Keskar, our Joint Company Secretary. Also welcome our finance team, legal advisers and share registry. Jason Hayes and Benjamin Ong from the company's auditor PricewaterhouseCoopers have joined the meeting via the phone. Before I proceed with the business of the meeting, I would like to introduce my fellow director, Mr. Cliff Woo. He is joining us online from Hong Kong. The joint company secretary has advised that there is a quorum present for the meeting. Therefore, I formally declare open the 2023 Annual General Meeting of the shareholders. The meeting agenda for today, firstly, I'll present my address, everybody will then proceed with the formal business of the meeting and the 4 resolutions to be put to the meeting today. Ladies and gentlemen, I'm pleased to provide you with an update on the 2022 performance and future plans of Hutchison Telecommunications (Australia) Limited and its controlled entities, hereinbelow referred to as the group. HTAL's principal activity remains its investment in TPG Telecom Limited. HTAL has a 25.05% equity interest in TPG. This comprises 11.14% interest directly held by HTAL's wholly owned subsidiary, Hutchison 3G Australia Holdings Pty Limited, and an attributed 13.91% interest indirectly held by H3GAH through its 50% owned joint venture, Vodafone Hutchison Holdings Limited, which has a direct 27.82% interest in TPG. The group reported a statutory net loss of $398.4 million for the year ended December '22 compared with a net loss of $21.7 million for the comparative year ended December 2021. The increase for the year 2022 is attributable to a $444.6 million noncash impairment loss recognized to reduce the carrying amount of the group's 25.05% interest in TPG to its estimated recoverable amount. HTAL's revenue represents interest income. For the year ended December 22, 2022, interest income increased to $200,000 from $100,000 for the comparative year ended December 2021, driven by increase in interest rates during the second half of 2022. HTAL's operating expenses for the year ended December 2022 decreased to $1.7 million from $1.9 million for the comparative year ended 31st of December 2021. This is due to a reduction in general expenses. The group's share of net profit/loss of the equity accounted investments after consolidation adjustments increased to a profit of $47.7 million for the year 2022 from a loss of $19.9 million for the comparative year 2021. This represented an increase of $67.6 million primarily driven by an increase in TPG's net profit resulting from a one-off gain arising from the sale of its passive tower and rooftop assets. This net profit was partially offset by the higher net finance costs of VHAH. The noncash impairment expense of $444.6 million is a reduction in the book value of the equity-accounted investments, that is, HTAL's investment in TPG. HTAL determined that the investment's carrying amount, i.e., its book value at the end of the year, was higher than its recoverable amount at the end of 2022. The recoverable amount was determined by reference to the closing share price of TPG shares on the 31st of December 2022, adding a block premium to reflect HTAL's significant influence. Under the Australian accounting standards, the investment was impaired, and consequently, an impairment expense of $444.6 million was recognized for the year 2022. The HTAL consolidated group received dividends of $36.2 million from TPG during the year 2022. These dividends were used to fund a $33 million partial repayment of a borrowing facility granted by a subsidiary of the ultimate parent entity, CK Hutchison Holdings Limited. Additionally, VHAH received and retained dividends of $90.5 million from TPG during the year 2022. In April 2023, dividends of $18.6 million that were received from TPG were deposited in HTAL's bank account. Board of HTAL will review HTAL's financial position to determine the use of these proceeds, and subject to the Board's consideration is expected to be used to service HTAL debt. VHAH also received a dividend of $46.6 million, with the VHAH Board to review and decide on how to use these funds. Let me just provide a brief overview of TPG's 2022 financial results. TPG announced a total revenue of $5.415 billion and EBITDA of $2.135 billion and net profit attributable to shareholders of $513 million for the year ended the 31st of December 2022 compared to $5.292 billion revenue, $1.727 billion EBITDA, and a profit of $113 million, respectively, for the year ended the 31st of December 2021. I suggest for further details and explanation of TPG's results for the year ended the 31st of December 2022 and discussions on its business strategies and outlook, you may refer to TPG's 2022 Annual Report, which was lodged with the ASX on the 27th of February 2023. Now to the outlook. HTAL's financial position is directly impacted by TPG's financial position and performance in the year ahead. HTAL remains committed to its principal activity, being its investment in TPG, and will continue to support TPG's business and strategies in the future. I'd like to thank HTAL's shareholders for their ongoing support and for joining the Annual General Meeting either in person or via the online platform. The Notice of the Meeting was released and dispatched on the 29th of March 2023, and I propose to take the Notice of the Meeting as read. Shareholders were also provided with a voting proxy form and an online platform guide providing instructions on how to ask questions and vote at this meeting through the online platform. We will remind shareholders of the arrangements for questions and voting when we get to the full business of the meeting. [Operator Instructions] Now before we move to the formal business of the meeting, I will ask our joint company secretary to explain some procedures.

Thank you, Barry. In accordance with the company's current constitution and as set out in the Notice of Meeting, Chairman has determined that voting on each of the resolutions will be conducted by a poll. The poll for each resolutions is now open and will close 5 minutes after all resolutions have been put to the meeting. The results of the poll will be released to the ASX and will be available on the company's website as soon as possible after the meeting. The voting eligibility of shareholders is outlined in the Notice of Meeting. Shareholders who are attending via the online platform and who have neither exercised a direct vote before this meeting nor appointed a proxy or attorney or representative to vote on their behalf may cast a vote during the meeting using the electronic voting card received when you registered via the online platform. Similarly, proxyholders attending online can submit their electronic voting card received when they registered via the online platform. If you have any questions about casting your vote online, please refer to the online platform guide, which can be accessed from the links section at the bottom right-hand side of your screen or call the help number 1-800-990-363, also showing on your screen. Shareholders and proxyholders who are attending the meeting in person today and who have not exercised a direct vote before this meeting should have received a yellow voting card on entry to the meeting. If you did not receive a yellow voting card, please contact the representatives of Link Market Services who are located at the registration desk just outside this room. Shareholders and proxyholders holding yellow voting cards will be invited to cast their votes on all resolutions by completing the voting cards and placing them in the voting box. Representatives of Link Market Services will circulate the voting box after all resolutions have been discussed and before the poll closes. Before the vote is taken on each item, the resolution to be voted on, the direct votes and proxies for and against the item will be displayed on the screen beside me and will be shown on the webcast for those participating online. These figures were as at the closing time for receipt of direct votes and proxies at 10 a.m. on 3rd of May 2023. If a shareholder who submitted a proxy has attended the meeting today and revoked their proxy or if a shareholder has cast a direct vote before the meeting but has instructed the company or the share registry before the commencement of the meeting that they wish to revoke their previously submitted direct vote, these numbers have changed, though not materially. As set out in the Notice of Meeting, the Chairman will vote all directed proxies in accordance with the directions provided by shareholders and to vote all open proxies in favor of all the resolutions. This includes proxy votes held by the Chairman, which will be voted in favor of Resolution 4 on the adoption of the remuneration report unless specifically directed otherwise. In accordance with the Corporations Act, other than in relation to proxies granted to the Chairman, all directors and their closely related parties are not eligible to vote on this resolution and will abstain from voting. Shareholders and proxyholders who are present at the venue can ask questions in the usual way. Only shareholders and proxyholders holding yellow voting cards or blue nonvoting cards will be entitled to ask questions from the floor. Visitors holding red visitor attendance cards are not entitled to speak or vote at this meeting. [Operator Instructions] You can submit questions now or at any time prior to the vote on the relevant resolution, and they will be dealt with at the appropriate time. If you have a question already prepared, please submit it now so that as many questions as possible can be answered. Questions must relate to the relevant item of business. There will be an opportunity to answer general questions towards the end of the meeting. [Operator Instructions] All questions will go through to the Chairman and myself. The Chairman will read out the question and will either answer it or pass it to the most appropriate person. We reserve the right to rule out questions not relating to the meeting or out of order. We will also not answer questions that are the same or substantially similar to questions that have already been answered. Otherwise, we will endeavor to answer as many of the questions asked as we can. For each item of business, we will address questions from the floor first to allow as much time as possible for shareholders who wish to ask questions via the online platform. Shareholders may also ask questions to the company's auditor, PricewaterhouseCoopers, in relation to the conduct of the audit, the preparation and content of the audit report, accounting policies adopted by the company and the independence of the auditor in carrying out the audit. [Operator Instructions] Please note, however, that you will only be able to listen to the proceedings of the meeting and ask questions via the phone. You will not be able to cast your vote on the resolutions over the phone, and you will not be included in a quorum. If you wish to vote during the meeting, you will still need to log into the online platform. I will now hand over the proceedings of the Annual General Meeting back to the Chairman of the meeting.

Thank you, Swapna. I will now move to the formal business of the meeting. For consideration of reports, we will now move to the receipt and the consideration of the financial report of the company for the year ended the 31st of December 2022 and the reports of the directors and auditors. No vote is required on this item of business. A copy of the 2022 Annual Report has been made available on the company's website on the 29th of March 2023 and was sent to those shareholders who requested a copy. I will take the 2022 Annual Report as received and read and will address any questions regarding the 2022 annual report at the end of the meeting. Move to the resolutions. And as Resolution 1 concerns my reelection, I'll ask Justin Gardener to chair this item.

Thank you, Barry. The first resolution of the meeting is the reelection of Mr. Barry Roberts-Thomson as a director of the company. Barry's biography is set out in the Notice of Meeting. And I note that each of the other directors supports Barry's reelection. I will now address any questions regarding Barry's reelection as a director. Are there any questions from the floor? No. Are there any questions by telephone?

No.

No? There are no questions at all? Okay. It appears there are no other questions. I now put to the meeting Resolution 1. The direct votes and proxies received for this resolution are on the screen. Please record your vote on the yellow voting card that you are holding. If you wish to vote on the Resolution 1 online using your electronic voting cards and you have not already voted, please vote now. [Voting]

Thank you. I now hand the chair back to Barry.

All right. Thank you, Justin. Resolution 2 is the reelection of Mrs. Susan Chow as a director. The second resolution of the meeting is the reelection of Susan Chow as a director of the company. Susan's biography is set out in the Notice of the Meeting. And I note that each of the other directors supports Susan's reelection. I'll now address any questions regarding Susan's reelection as a director. Are there any questions from the floor? No questions from the floor. I will now address any online or telephone questions relating to this resolution. If there's no further questions, I now put to the meeting Resolution 2. The direct votes and proxies received for this resolution are on the screen. Please record your vote on the yellow voting card that you are holding. If you wish to vote on Resolution 2 online using your electronic voting card and you have not already voted, please vote now. [Voting]

Thank you. Resolution 3 is the reelection of Mr. Lai, Dominic as director of the company. Dominic's biography is set out in the Notice of the Meeting. And I note that each of the other directors supports Dominic's reelection. I'll now address any questions regarding Dominic's reelection as a director. Are there any questions from the floor? I will now address any online or telephone questions relating to this resolution. If there are no questions, I now put to the meeting Resolution 3. The direct votes and proxies received for this resolution are on the screen. Please record your vote on the yellow voting card that you are holding. If you wish to vote on Resolution 3 online using your electronic voting card and you have not already voted, please vote now. [Voting]

Thank you. Resolution 4, the adoption of the remuneration report. Now Resolution 4 relates to the adoption of the remuneration report, which is set out on Pages 16 to 19 of the 2022 Annual Report. The vote on this resolution is advisory only and is not binding. However, any discussion on this resolution and the outcome of the nonbinding vote will be taken into consideration by the Board. And I'll remind you that as the company has no executives, this report only applies to the company's approach to the remuneration of directors. I will now address any questions regarding the adoption of the remuneration report for the financial year ended 31st of December 2022. Are there any questions from the floor? I will now address any online or telephone questions relating to this resolution. If there are no questions, I now put to the meeting Resolution 4. The direct votes and proxies received for this resolution are on the screen. Please record your vote on the yellow voting card that you are holding. If you wish to vote on Resolution 4 online using your electronic voting card and you've not already voted, please vote now. [Voting]

Thank you. Ladies and gentlemen, all resolutions have been put to the meeting. And that concludes the voting on the resolutions of the meeting and the formal part of the meeting. The poll will remain open for a further 5 minutes for shareholders attending the meeting online that have not already voted. Such shareholders may lodge their online votes during that time. Shareholders will see a countdown timer on their screen, which will tell them when the 5 minutes are over. After these 5 minutes are over, the poll will close. Shareholders will not be able to submit their vote after the poll closes. For those voting shareholders and proxyholders present in person at the meeting, I will ask that you hand your yellow voting cards to the Link Market Services staff who will come around with the ballot box to collect all the voting cards. The results of this meeting will be announced to the ASX as soon as the votes have been counted and verified. Now that completes the formal business of the meeting, and I will now address any general questions that we have received. Are there any questions from the floor?

So I just want to get a feel for those who have bought shares in Hutchison a long, long time back and from about 15, 16 years. The shares have diluted a lot. Is there -- does the management of the company see a pathway for share price to recover where it used to be?

Well, thank you for your question. I think the strategies and pathway to recovering on the share, I think you'll see happening now with the mergers that have taken place over that period of time that you mentioned, firstly, with Vodafone, and now, with TPG. And as you can see that the TPG business is going well, as I mentioned before in my speech, is that the growth in the last 12 months have been significant, which is positive. And so we see that the way to recover the shareholding and the value in the Hutch shares is through TPG, as I mentioned. So to answer your question, we can't give any forecast as to when this will happen or what the share price will do. But we are very, very confident that TPG is moving in the right direction. Any other questions? I'll now address any online or telephone questions relating to this resolution -- to the -- any questions online?

No questions.

No questions online? Thank you. It appears to be. I believe that we have answered all questions received. But before I close the meeting, are there any final questions that shareholders have? If there are any further inquiries, I encourage you to send them to our investor e-mail address, which is available on the company's website. Ladies and gentlemen, that concludes the business of the meeting. Thank you for your time, your questions and your continued engagement and support in these challenging times for everyone.