IVE Group Limited (IGL) Earnings Call Transcript & Summary

Well, good morning, everybody. My name is Geoff Selig, the Chairman of IVE Group Limited. I could begin by acknowledging that we're meeting this morning on Gadigal land, and pay my respects to Elders past and present. I'm delighted to welcome all of you this morning to the Annual General Meeting of Shareholders of IVE Group. It's now 14 minutes past 10. And joining me today is our group CEO, Matt Aitken; our directors, Gavin Bell, Cathy Aston, Paul Selig; Andrew Bird, Sandra Hook and James Todd. Also joining us is our CFO, Darren Dunkley, and representatives of the audit team at KPMG. So welcome, everybody, this morning and presumably, we all have our mobile phones off. Before handing over to Matt for the CEO's address, I just have a few remarks to make. Both my document and Matt's document have been posted on the ASX this morning, but essentially we will be following those 2 documents through the course of the meeting before we get to the formal part of the meeting. Reflecting on the company's performance and resilience through the COVID-19 pandemic, I wrote in our 2021 annual report, "As I reflect on the extraordinary year we've had, this coinciding also with our centenary as a business, it has reaffirmed my optimism that as we emerge from the pandemic, the solid fundamentals of our business place IVE in a position of strength from which to continue to grow and evolve over the years ahead." In that context, our Board is delighted with the group's performance over the last 12 months, a year that was -- a record year for the company. We delivered our second year of solid uplift in both revenue and earnings since the pandemic. And the result is even more pleasing given trading conditions over the period were not without challenge, with margins pressured by input price inflation, coupled with materially higher energy costs and finance costs. I don't have it on the screen but just as a snapshot, speaking specifically to that uptick over the last 2 years since the pandemic. If you look at FY '22 over FY '21, our revenue was up 15.6%, our EBITDA was up 13.3%, NPAT up 66% and EPS up 71.1%. If you then look at the year I just reported on, F '23 over F '22, we had a further increase of 27.5% in revenue, 23.1% in EBITDA, 19.8% in NPAT and 14.5% in EPS. So I think those metrics absolutely validate my quote from the '21 annual report and reaffirm the solid fundamentals of the business. Matt will talk more specifically to some of the metrics in his presentation. We had a significant event in September of last year following the ACCC's clearance. We completed the acquisition of a major competitor of ours in the print sector called Ovato. Once that integration is complete, the acquisition is expected to deliver annual revenues of $145 million, $25 million of EBITDA and $13 million of NPAT. Matt will talk more specifically to Ovato in his presentation including an update on the integration program that we were up to. Allowing for the modest capital raising that we completed in October of 2022, as I said previously, earnings per share increased 15% over the period, supporting a full year dividend of $0.18 per share fully franked. The current year payout ratio of 69% is consistent with the company's dividend policy, which targets a full year payout ratio of 65% to 75% of underlying NPAT. Since listing on the ASX in December 2015 and inclusive of the dividend -- the last dividend declared, the company has paid a $1.03 per share in fully franked dividends, representing a total payout of $143 million, which is an average of 70% of our payout ratio since we listed, and this is consistent with both the profitability and the cash generative nature of the IVE business. And those metrics I just threw out exclude FY '20 when the company prudently elected not to pay a dividend as a result of the COVID-19 pandemic. The company remains well capitalized and highly liquid. Our balance sheet is strong, with net debt of $124 million at 30 June 2023, up from $76.8 million a year ago, which equates to 1x EBITDA or 1.4x, pre-AASB 16 EBITDA, which is below our stated target of 1.5x pre-AASB 16 EBITDA. And it's important to note that the group's net debt position increased over the year primarily as a result of the Ovato transaction and associated integration costs, and essentially the need to hold additional inventories or increase our working capital given the significantly increased size of the IVE business. To better manage increasingly volatile energy costs, both electricity and gas, which were well documented over the last few years and consistent with stakeholder expectations for the business to transition to 100% renewable, we executed a 7-year partnership agreement in April of this year with Iberdrola, one of the world's largest renewable energy company. From January '24, IVE's electricity requirements will be generated from a renewable source, primarily wind, creating a clear pathway to 100% renewable supply. With respect to ESG more broadly, Matt will cover this in his part of the presentation this morning. As a business, we've successfully executed over the last decade or more on our strategy of growth and diversification. Core to this has seen the company successfully move into a number of natural adjacencies, often through an initial cornerstone acquisition. More recently, in following an in-depth analysis of the Australian packaging sector, we determined for a number of reasons that the $800 million plus folded cartons or fiber-based cartons segment was strategically attractive adjacency for the group to pursue. And consistent with other product adjacencies in which IVE operate, the shorter run folded carton segment thematics are appealing and afford IVE the opportunity to play a lead role in consolidating a fragmented market by way of a cornerstone acquisition. This is a strategy that's played out for us many times over the last 10 to 15 years. Following on from that in October 25, just last month, the group entered the fiber-based packaging sector through the strategic acquisition of a leading Melbourne-based packaging business called JacPak. This cornerstone acquisition provides a very solid foundation from which to grow our packaging revenues over the years ahead. And whilst the group may consider opportunistic bolt-on acquisitions moving forward, the primary driver of our growth strategy, which Matt will cover in his presentation, will be organic. And we look forward to providing a more comprehensive update on our packaging strategy in February next year at the time of our interim results. In conclusion, I would like to extend my sincere thanks to our group CEO, Matt Aitken, for his ongoing commitment and outstanding leadership of our business; our cohesive and talented leadership team, Darren Dunkley, our CFO, who I've mentioned before; our divisional CEOs, Cliff Brigstocke, Sean Smith, Darryl Meyer, Michael Bettridge, Rob Draper. We have a wonderful team of people leading the business and at the middle management level. I would also like to extend my thanks to our 2,000-plus dedicated staff for their wonderful efforts throughout the year. Thank you also to our fellow directors Paul, James, Sandra, Gavin, Cathy and Andrew for your ongoing contribution, expertise and support. In addition to the continued optimization of the group's operating assets, the business remains committed to its previously articulated diversification and growth strategy. The company has bounced back strongly from COVID with a strengthened market position. We're a match fit. Our balance sheet remains solid, and we have the team focused on delivering across the range of initiatives over the year ahead to further drive the ongoing strength and sustainability of our business. So thank you very much. Welcome. And I will now hand over to our group CEO, Matt Aitken, for the CEO's report.

Thank you, Geoff. Good morning, everyone. It's my pleasure to present to you this morning. My name is Matt Aitken, I'm the group CEO of IVE Group. In our presentation today, I'll recap the FY '23 results, provide a number of operational updates and talk about the year ahead in terms of both growth initiatives, the FY '24 trading update and outlook. And some of the content will already be familiar to some of you as we covered it in the release of our full year results only 12 weeks ago. So I'll move through those sections quickly and focus more on the operational updates and growth initiatives in the year. I'll just start with the financial highlights to start with. As you can see from the dashboard here, we had a record year for revenue, EBITDA, NPAT and a strong increase in dividends through the year, and strong increase in EPS as well. So revenue was $967 million, up 27% on PCP; EBITDA up 23.1% on PCP; and NPAT up 19.8% on PCP. Organic growth revenue was 6.2%. Return on funds employed increased 24.7% from 21.3%. And our balance sheet, as Geoff referenced earlier, remained strong with debt at 1.4x pre-AASB 16 EBITDA versus our 1.5x target. From an operational perspective and I'll turn to key highlights, we executed on the Ovato acquisition in September 2022, and I'll provide integration update on that acquisition in the coming slides. We completed a $19.3 million capital raising, comprising almost 8.6 million shares at $2.25 per share on October '22. And also on October '22, we successfully launched our e-commerce marketplace, Lasoo, and we also finalized and implemented our 2025 and beyond ESG strategy. During the year, I've initiated a number of growth strategies being: investments into the expanded Content Creation strategy, leveraging our core business capabilities and our growing apparel experience to expand our corporate uniforms business, and completing our foreshadowed entry into the fiber-based packaging sector with the cornerstone acquisition of JacPak in October 2023. Again, I'll cover these 3 initiatives in more detail as I get through my presentation. As I mentioned earlier, in relation to the Ovato acquisition, we completed this acquisition in September '22. The integration of Ovato assets and revenue transfer into IVE's existing operations has progressed very well, delivering meaningful synergies from leveraging the group's operating assets and cost base, notwithstanding the significant FY '24 costs we continue to incur from running the Ovato's New South Wales site here at Warwick Farm in Sydney as we progressively wind that site down ahead of the final exit. Integration is now expected to be completed by the end of calendar 2023, some 6 weeks away -- 5 weeks away, 6 months ahead of original plans and further expedited since the release of our FY '23 result in August. The expedited final phase of the integration reduces operational risk and frees up management to focus on the go forward. The acquisition, as Geoff said, is highly earnings accretive, delivering $145 million in revenue, $25 million of EBITDA and $13 million of NPAT in FY '25. And notwithstanding the financial metrics of the transaction, we've also ended up with many fantastic staff and new customers as a result of this acquisition. And the management team responsible for the integration have been extremely diligent in their approach over the last 15 months and have done a fantastic job of completing the integration ahead of schedule. In relation to Lasoo, some of you would be aware that we acquired Lasoo in 2020 -- in January 2020, but it was actually established in 2007. In FY '22, the group invested to transform Lasoo into an e-commerce marketplace for retailers' specials. The new platform launched in October '22. Independent feedback on both the platform user experience and consumer shopping experience has been pleasing, and this is illustrated more clearly by the 2 charts on the top right-hand corner of the slide.

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It's okay. We've got it right. And we continue to experience strong retailer uptake with more than 170 retailers now fully integrated on to the platform. As you can also see, we still have a healthy pipeline of retailers come into the platform as we look out over the next 12 months. Appliances Online went live recently joining the likes of Barbeques Galore, Carlton United Breweries, Lincraft, Autobarn, Shiels, Bevilles and Direct Chemist Outlet and many more Australia's best-known brands is providing exclusive deals to the Lasoo marketplace only. Since the launch of Lasoo, we've continued to deliver a strong month-on-month growth -- consecutive month-on-month growth. Key financial metrics including monthly active users, conversion rate, average basket size, gross transaction value and commission rates are all tracking in line with or above the business case expectations that we said. The growth trend in monthly active users is encouraging as are Lasoo's diverse customer demographics. And the 2 charts on the top right of this page provides further insight into these metrics. Conversion rates and the average basket size are performing above expectations with Lasoo's average basket size currently $172 compared to the business case of $120, and this reflects strong sales in the high-value categories. And again, you can see a split of sales by category in the pie chart on the bottom right of this page. Lasoo is expected to generate annualized gross transaction value, GTV, of $15 million by June 2024, and that is 64% above the original basket business case. And on current trajectory, that's expected to breakeven during FY '26. Based on the current momentum, a better-than-expected marketplace performance, we are now reviewing various growth options, and we'll provide a further update to investors when we release our H1 results in February 2024. Turning now to the growth initiatives in front of us and starting with our expansion into the Content and Creation offering. Today, we include more than 80 creative staff across Sydney and Melbourne, including staff embedded within client sites, working across a range of sectors including banking and financial services, FMCG, grocery, retail, property and luxury brands. The team has strong foundations in creating marketing collateral for both digital and physical mediums that IVE producers, distributes and activates in the market. However, the division is arguably under-represented relative to the market position and customer penetration of many of the group's other businesses. The media landscape continues to fragment and the proliferation of channels has significantly increased the type, volume and frequency of content that needs to be produced to ensure effective omnichannel marketing. We view this as a further opportunity to support customers and leverage the group's unique 'Idea to Execution' market position by developing a deeper and more comprehensive go-to-market Content Creation offering over the next 24 months through: expanding the breadth and depth of the group's creative services, content production and marketing technology business; protecting and leveraging existing relationships by introducing new and highly valued services and solutions to existing clients; and entering new markets and developing profitable revenue streams through bundling these new capabilities and existing services to a broader customer base; and by doing this, we will continue to advance IVE's holistic offering of data-driven, content-rich, omnichannel marketing services to our customers. In relation to apparels and uniforms, having developed a garment sourcing capability in IVE's Premiums & Merchandising business over recent years, apparel and corporate uniform is a natural and growing product adjacency for [indiscernible]. The Australian corporate uniform market is estimated to be at $1.2 billion in size and growing at 5% per annum and is underpinned by general wear and tear as well as staff attrition, which is typically higher in uniformed roles in Australia. And although a relative newcomer to the market, IVE has unique service proposition: we have an extensive client base 2,800 customers with a material recurring uniform spend within that client base; we understand our customers' brands and how to creatively execute across a range of needs, including apparel; our ability to leverage our scale to disrupt existing pricing structures; we have established onshore and offshore sourcing expertise; we have established national warehousing distribution capabilities; we have the capital and resources to build our own team; and we have strong ESG sourcing credentials and innovative ideas around sustainability with respect to the life cycle of uniforms once they are no longer worn by the employee. The current apparel and corporate uniform clients include: all security staff at Sydney and Adelaide Airports, so that's for a company called Certis; Sydney Trains security staff; Surf Lifesaving New South Wales; AIG; Tabcorp; Solaris now commbank; and more recently, the plumbing and bathroom company, Reece, as we roll out all Reece-branded merchandise and apparel for all trainees across Australia and New Zealand in the coming months. The group currently has a strong pipeline of opportunities as well. We've got several promising trials in place and we are awaiting the outcome of a number of RFPs. Moving on to packaging. Over the last 18 months, some of you would be aware, we've completed an in-depth analysis of the packaging industry to identify pathway to establishing a packaging business that has the potential to generate revenues of $150 million in the next 3 to 5 years. It's also important that it provides sustainable returns, has ongoing growth prospects and is aligned with our sustainability agenda and unlocks synergies within our existing business. The higher-margin, shorter run, folding cartons segment was identified as the initial target. It's an $800 million segment that grew at 10% last year and offer sustainable returns and strong growth prospects. Folding cartons make up a large percentage of the preferred packaging format for food, beverage, cosmetic and wellness customers which overlap with IVE's existing customer base. The segment offers strong synergies, complementing IVE's printing and logistics capabilities, and cartonboard's sustainability credentials are sound. Consistent with other product adjacencies in which IVE operate, the folding carton segment presents IVE an opportunity to play a lead role in consolidating a highly fragmented market by way of the cornerstone acquisition supplemented by bolt-on acquisitions and organic growth initiatives. And the chart on the right-hand side illustrates the market share and the fragmentation of the folded carbon market. And you can see with the JacPak acquisition where we sit on that market share. As Geoff mentioned earlier, on the 25th of October 2023, we entered the packaging sector with the cornerstone acquisition of JacPak. JacPak is a leading Melbourne-based player in the short-to-medium run length folding carton segment with annual revenue of $45 million. The total purchase consideration for JacPak was $35 million. $27.9 million payable on completion; $4 million payable as on deferred consideration, based on hurdles met over the next 12 months; and the assumption of $3 million of equipment finance leases. The purchase consideration payable at completion was cash funded, and the acquisition is expected to be EPS accretive in FY '24. By the end of FY '24, we expect to unlock annual synergies of $2.4 million. And following the realization of synergies, the business will contribute EBITDA of $8.4 million and NPAT of $3 million, delivering EPS accretion of 7%. This represents a 4.2x EBITDA multiple on the $35 million purchase consideration. JacPak currently has $15 million of available capacity for organic revenue growth. Over the near term, we are confident of utilizing that capacity through new or expanded customer relationships, which will increase JacPak's contribution to revenue of $60 million, EBITDA of $11.9 million and NPAT of $5.5 million. So inclusive of synergies, assuming current available revenue capacity is utilized, this would record a 2.9x EBITDA multiple on the $35 million purchase consideration. The acquisition of JacPak as we look ahead in terms of our growth strategy. The acquisition of JacPak provides a solid foundation from which to grow our packaging revenues over the years ahead. And whilst the group may consider opportunistic bolt-ons -- bolt-on acquisitions, the primary driver for our growth strategy will be organic. The versatility of our equipment profile is core to our strategy. By that, I mean the printing equipment required for the production of folded folding carton packaging is similar to the equipment IVE currently operates across our existing Victoria and New South Wales commercial printing sites today. And to produce folded carton packaging, we only need additional die cutting and glueing equipment. Consistent with the group's existing footprint, IVE intends to service national brands through the packaging operations in both Victoria and New South Wales, supported by our national network of logistics hubs to ensure the storage and timely distribution of finished packaging groups. In Victoria, JacPak will continue to operate as a stand-alone business with the capacity to generate $60 million of annual packaging revenue. In New South Wales, we intend leveraging the operational footprint of the group's printing operation here in Silverwater in Sydney by expanding the site's capability to also support the efficient production of folded carton revenue. And you can see both on this page and the prior page, the profile of customers and the work that JacPak produces. Some of those you can see about all JacPak customers today, and it gives you a feel for the profile -- the product profile we're talking about. From ESG perspective, we're about leading change for a brighter future. The group has always had a very strong environmental credentials and sustainability initiatives and that has always been top of mind for many years. Over the last 18 months, we've [ engaged ] a specialist advisory firm to design and implement the strategy and framework that will guide our ESG strategy in the years ahead. The project involved 4 key stages, which were: developing the evidence base to inform our strategy; identifying the most material issues relevant to our business, and how we'll strategically address these issues; developing our goals and initiatives that will support our strategy; and delivering the final sustainability strategy and activating that to all key stakeholders. Supportive to the Board and the management team that the final development is real and that serves all of our key stakeholders and that we can execute on. And so our strategy for 2025 and beyond has 3 core pillars: design an innovative customer solutions to push the boundaries of sustainable product development in our sector and empower customers with the knowledge of making informed choices; valuing our people and communities to continue creating a safe and inclusive working environment and supporting those communities who support us; maintaining responsible sourcing operations and supply chains to mitigate our impact on climate and lead projects that deliver more regenerative and ethical supply chains. And as some of you would be aware, and Geoff touched on, we signed an agreement with Iberdrola to move all that electricity to our renewable wind farm source from 1 January 2024 as we stage into 100% renewable energy between here and '22. And underpinning our approach is our ongoing commitment to transparency and authenticity through disclosure and governance. Just finishing with the trading update and outlook. So notwithstanding the prevailing economic uncertainty, the business performed solidly over the first 4 months to 31 October 2023. Revenue is broadly in line with a very strong PCP, excluding incremental Ovato revenue; the general gross margin is up slightly on PCP; and EBITDA -- and then EBITDA of $41.2 million compared with $39.5 million PCP, and that includes the impact of higher electricity and gas costs relative to PCP. Today, I reaffirm the FY '24 underlying earnings guidance range provided on the 24th of August. That being EBITDA of $122 million to $127 million, EBIT of $74 million to $79 million and NPAT of $40 million to $43 million. This guidance is on average, an increase of between 3% at the low end of the range and 8% at the top end of the range on our FY '23 results. Noting the following items excluded from the guidance: any contribution from JacPak; the after-tax loss almost circa $3.9 million, which reflects an expected 20% improvement in EBITDA over FY '23 and is consistent with the number we've published previously; and restructure and integration costs of $12.5 million. Capital expenditure is still expected to be $14 million, and that excludes $4.5 million of Ovato integration CapEx. And excluding additional financing costs associated with the JacPak acquisition, net finance costs are expected to be around $17 million, and that comprises $9.5 million net relating to corporate debt and $7.5 million relating to leases, including noncash impact of AASB 16. So net debt at 30 June '24 is expected to be broadly in line with the company's stated target of 1.5x pre-AASB 16 EBITDA. Finally, I'd like to thank the leadership team and the 2,000 staff for their ongoing commitment and dedication to our customers and the business, and to Geoff and the Board for their ongoing [ for morale ] and support. Thank you very much. I'll now hand back to Geoff.

Thanks, Matt. We'll now move to the more formal part of the meeting. The Notice of Meeting dated the 20th of October was circulated to members, so I will take that Notice of Meeting as being read. Before moving on to the various resolutions to be considered today, I'll now briefly outline the voting procedures of the meeting. When you registered your attendance this morning, you would have been provided with an attendance and poll voting card. The voting on each of the resolutions will be conducted on a poll. As Chair of the meeting and having been appointed proxy for a number of members entitled to vote as detailed in the Notice of Meeting, I will vote, where authorized, all undirected proxies in favor of each resolution. I also advise the voting exclusions as set out in the Notice of Meeting which will be applied to each resolution. All resolutions today -- being considered today are ordinary resolutions requiring a simple majority cast by shareholders present and entitled to vote on the resolutions. Resolution 3 is advisory and does not bind the directors of the company. In order to provide you with enough time to vote, I'll shortly open the poll for voting on all resolutions. You'll be able to vote at any time between the start of the poll and the closure of voting as announced at the conclusion of the meeting. We will give you a warning before we move to close the voting at the conclusion of the items of business. At this point, I now declare the poll voting open on all items of business. Please record your votes on your poll voting card at any time. Following the voting, general business questions will be taken, and both Matt and myself will respond to a number of questions we've received from shareholders ahead of the meeting this morning. So moving to the more formal part of the meeting. First is just starting with the consideration of the reports. The 2023 Annual Report contains the financial report, directors' report and the independent auditor's report. A copy of the annual report was made available on the company's website and was sent to shareholders who have requested it. They've been approved by the directors and audited by KPMG. At this time, I'd like to take any general questions or comments about the reports or if anyone has any questions to the auditors, they're present. They're happy to take any questions if there are any. Okay. If there are no questions, we'll move on to the resolutions for voting. Resolution number 1, the first resolution, which is to consider and, if thought fit, pass the following as an ordinary resolution of the company: To reelect Paul Selig as a director. Further details about the resolution are also contained in the explanatory memorandum that accompanied the Notice of Meeting. The directors, with Paul abstaining, unanimously recommends shareholders vote in favor of the resolution. And before I put the resolution, I'll just invite Paul to say a few words to the meeting.

Good morning, everybody. So I'm today standing for reelection to the IVE Board and make the following [ statements ] in support of my reelection. Just by way of background to start, my formal education is in finance and economics. I spent the early part of my career working in the banking sector and later as a treasurer of an ASX-listed business. I joined the family printing business, working with my father, Gordon, and my brother, Geoff, in 1999 as the business embarked on a growth journey. Over the last 34 years, I've developed an extensive understanding of the print sector across all facets of operation and what drives success. I've also built a strong passion for the industry and the people [ it comprises ]. Over the last decade particularly, I worked closely with Geoff, Matt, Darren and the broader senior team to execute [ our ] mergers and acquisitions strategy, which has been highly effective and positioned IVE as the leading marketing communications business in Australia with substantial operations across a range of complementary sectors. My enthusiasm for the business and its people remains high, and I'm proud of the company's achievements, particularly since listing on ASX in 2015. I'd be very pleased to serve on the Board for another turn, and I'm excited about the opportunities in front of us that, if executed well, will continue to build value for our shareholders. Thank you.

Does anyone have any questions on this item of business? Okay. There being no questions, I put the resolution to the meeting. And the proxies. Please now select either for, against or abstain for resolution 1 on your voting paper. [Voting]

We'll now move to resolution #2, the second resolution, which is to consider and, if thought fit, pass the following as an ordinary resolution of the company: To reelect James Todd as a director. Further details about the resolution are contained in the explanatory memorandum that accompanied the Notice of Meeting. The directors, with James abstaining, unanimously recommend shareholders vote in favor of this resolution. And the resolution, hopefully, is set out on the screen. Before we take any questions on this item of business, I'll now invite James to say a few words to the meeting.

Thanks, Geoff, and good morning, everyone. I've been an independent nonexecutive director of IVE Group since listing. I sit on both the Audit, Risk and Compliance Committee and Nomination and Remuneration Committee. By way of background, I've worked in the finance industry for over 30 years. I commenced my career in investment banking before [ evolving into private ] equity industry. I co-founded Wolseley Private Equity in 1999, which I led until 2019. Since then, I've been an active investor and company director. I currently sit on Boards of 2 other ASX-listed companies: Bapcor, Australia's leading automotive after parts business; and Coventry Group, the leading industrial supplies business. Since joined IVE, there's been a lot of change, and there's no doubt that there will continue to be significant change. That said, IVE is well placed to grow [ profitability ] and shareholder returns with leading market positions across an increasingly diverse range of services, valued customers and a very strong team. I'm excited about being able to continue to play my role on the Board, and thank you for your continued support.

Does anyone have any questions in relation to this item of business? So there being no questions, I'll put to the meeting resolution #2. Please now select either for, against or abstain for resolution 2 on the voting card. [Voting]

Resolution 3 relates to the adoption of the remuneration report, which is contained within the 2023 Annual Report, and we will take that rem report as being read. Further details about the resolution are also contained in the explanatory memorandum that accompanied the Notice of Meeting. I'd like to advise shareholders that I will disregard any votes as stated in the voting exclusion statement related to resolution 3 as set out in the Notice of Meeting. The directors recommend shareholders vote in favor of this resolution, and this resolution is set out on the screen. Did anybody at the meeting have any questions in relation to this resolution? Thank you. Please now enter your votes for resolution 3 on the voting card. [Voting]

Resolution 4. As it relates to remuneration for myself, I'll hand over to the Chair of our NRC, Gavin Bell, to chair this part of the meeting.

Thanks, Geoff, and good morning, everybody. The next item of business is the approval of the issue of performance rights under the IVE Group equity incentive plan to Geoff. Further details about the resolution are in the explanatory memorandum accompanying the Notice of Meeting. The directors, with Geoff abstaining, recommend shareholders vote in favor of this resolution. The resolution is on the screen. I'll now take questions on this resolution. If there are no questions, here are the current proxies. If there are no further questions, I'll now put to the meeting resolution 4. And if you can now please enter your voting on resolution 4 on the voting card. [Voting]

With that, I'll now hand back to Geoff. Thank you.

That brings us to the conclusion of the formal part of the meeting. As I said a little earlier, we did receive some questions from shareholders ahead of the meeting today. So Matt and I have split up the questions in terms of who'll be responding. And we'll read out the question first so to be perfectly clear, and then each of us will walk our way through it.

The first question was your track record of acquisitions and expansionary initiatives is an excellent one, and I commend you for it. That said, do you see a risk that we may now [ be attending ] to juggle too many balls? Is it time to bed down what we already have? That is the question. Look, our response to that would be thank you for the question and yes, we do have a strong track record, as you referred to. We certainly share your view that our strategy of diversification and growth through a combination of both organic growth and strategic acquisitions over many, many years has served the company very well. To your specific question in terms of are we juggling too many balls, I think that probably refers more specifically to the Ovato integration. The Ovato integration impacts one division of the business, which is our web offset printing division. As Matt just walked us through that integration, it's very near to completion, at the end of this calendar year. It's running head of schedule. And there's some residual work to be done to make [ good site ] post the end of the year. Outside of that integration, the group has no integrations, as they say, on-the-go anywhere across the group. And the recent cornerstone acquisition of the JacPak business in Melbourne is not an integration. That business, as we pointed out, continues to operate as a stand-alone business. So no, we don't believe we're juggling too many balls. However, the company does remain focused, as we have done for a long time, on growth and diversification. That is our mindset, and our team is focused on the stated initiatives over the years ahead. The second question was in the 2020 Annual Report, you stated that the acquisitions of Salmat, Reach Media and Lasoo completed the final phase of the strategic road map. Has your thinking changed? [ We should have made the point in the first instance ] that our overarching strategic road map for the company over the last 20 years, as I've just referred to before, has been one of diversification and growth and to ensure market-leading and relevant [ market home ] value proposition. And this remains today our ongoing strategic position. I think more specifically to the question that was asked, I'll come back to Lasoo later, yes, the acquisition of the Salmat walker network in Australia and the Reach Media walker network in New Zealand absolutely completes the final phase of our capital production and distribution strategic road map or the last mile, as we call it internally. And I think it's a good example of how well, as a company, we've played things over the years that [ some things happen ] behind the scenes [ we don't quite ] have the visibility. If I just go briefly the background, and conscious of time, of the acquisition of those walker networks, [ throughout that, it was ] strategically important to have a bundled offer for print or for catalogs and for catalog distribution or to household distribution. In 2019, Matt and myself spent many, many months in discussions with Australia Post to attempt to partner with Australia Post to distribute the catalogs for us nationally [indiscernible] in the country a number of times a week. We were even prepared to invest in the [ collation ] equipment to make it easier for Australia Post to do that. In the end, after 6 months of discussions and a lot of work, Australia Post thought it wasn't something that they were comfortable partnering with us on [ because they had some ] strategic priorities inside of their own Australia Post they felt that their Australia Post [indiscernible] more important. At the time, we had 2 other walker networks operating in the country. One was the Ovato-owned walker network, which was, from our perspective, not overly stable; and the other walker network was owned by a publicly listed business, Salmat. Whilst being a very successful company over a long period of time, the Salmat business, they have essentially [ progressively divested a ] number of their businesses and had 2 businesses [ left ]. One was the walker network in Australia and Reach Media in New Zealand, and the final business they had was their MicroSourcing business. So as a business, from my perspective, we were concerned that there may have been a possibility that Salmat exited their walker network at some point. And we were also concerned about the viability of the other walker network being a major competitor of ours and also, essentially, their bundle value proposition of the market. So in the end, we decided we would pursue the acquisition of the Salmat walker network in Australia and the Reach Media walker network in New Zealand, which is what we did. And we acquired those businesses, including Lasoo, in 2020. What happened since then, the Ovato walker network was shut in July 2021 unexpectedly. Australia Post don't play in the large-scale catalog distribution space, and we purchased the Salmat walker network in 2020. Had we not done that strategically, we'd be in a situation potentially today without a large scale walker network in the country. And we, essentially, have the only large scale walker network in the country that goes to [ millions of ] letterboxes every week for the production -- or for the distribution of catalogs. The final point to make on this is that we purchased Salmat and Reach Media for roughly $26 million in January 2020. And as at 30th of June this year, those businesses have contributed $21 million of EBITDA since we acquired them in January 2020. When we acquired those businesses, yes, Lasoo was part of them. But essentially, Lasoo was a very benign, static digital catalog site that really, from a value perspective at the time, we couldn't place any value on. We've obviously completely transformed that business from what it was. But at the time, it was of no strategic value to us. It was [indiscernible] in terms of the walker networks. So it's a good example of how we played the walker network well and then ultimately on the back end of -- sort of that was probably Phase 1 of Ovato [ showing the ] walker network in July 2021 ultimately. Not long after that, their entire business [ went into administration to set us ] in this strong market position we find ourselves in today. So the short answer is that is the end of the strategic road map in relation to catalog production and letterbox distribution. It's not the end of the broader strategic road map, which is to continue the diversification and growth in the business. Let's now hand over to Matt to deal with question 3 and question 4.

Thanks, Geoff. First question is, will the [ holding company ] strategy require extensive capital investment and equipment? The recently announced JacPak acquisition will not require any significant additional CapEx. JacPak has invested heavily over many years to ensure they have current and high-performing and efficient equipment and machinery. And hopefully, through my presentation today, in particular, across Slides 13 to 15, you've got a great level of understanding in detail around the capability and capacity available to us to produce both JacPak [ work ] and you'll note, more packaging revenue off our existing commercial printing equipment. So we would expect the capital expenditure program across these parts of our business over the next 3 years will support our goal to organically grow market share in packaging [ revenues ], whilst simultaneously growing our market share in commercial printing. The next question we had was how much confidence do you have that the highly competitive and commoditized sectors like packaging and apparel will provide adequate returns on shareholder funds? And what is our competitive advantage compared to other established players? We made the point that IVE has always operated in a competitive market, albeit it has, as we've said previously -- structurally, our broader sector has far less competition than it did 10 years ago. Furthermore, [ IVE has ] leading position in most parts of the sectors in which we operate, and that is an unparalleled value proposition. On the apparel side -- and again, hopefully, from today's presentation, you've got a great level of insight into the unique value proposition that we have in that sector and the wins that we've had early days from moving into that space -- the industry margins are strong, and the incumbents have faced very little disruption while they have new entrants. The ESG focus has been limited to date from that industry. We believe our cost structures, logistics and apparel sourcing capabilities coupled with our creative design capability and more advanced ESG capabilities places us in good stead in the [ uniform ] space. And recent customer wins, such as the one I described earlier with [ Greece ], and our current trial for a major fast food restaurant franchise in Australia and New Zealand support that view. On the back of [ new site ], we're focused on $800 million folding carton segment. It's a market with higher margin, shorter run folding cartons and typically entitles design, print and logistics component that complements our current capabilities. This particular segment is highly fragmented, and we illustrated that again today in today's presentation and ripe for consolidation and disruption. And we believe our complementary capabilities, efficient operations and scale affords us the opportunity to successfully participate and drive any industry consolidation and growth whilst delivering acceptable returns to shareholders. Further opportunity to leverage our extensive client base is in packaging and also cross-sell the broader IVE offer to the JacPak client base, [ as seen in these ] cases. I'll hand back to Geoff for the next [indiscernible]. So question 6, and Geoff will come back to question 5. [ Last year ], we had a number of major retailers that do not allow for purchases on the Lasoo site but rather provide a link to the retailer's own site. This includes Coles and Woolworths. Can you comment on how [ this fits with ] the Lasoo strategy? That's right. There are a few retailers for whom [indiscernible] for whom we only hosted digital catalog, and we generate revenues from hosting their catalog and/or providing [ the lead ] to the retailer when a consumer clicks through the site. There can be a range of reasons why a retailer is not fully integrated from an e-commerce perspective, such as: their own systems are not capable of connecting with external marketplaces; they have chosen not to be on any marketplaces in Australia; and/or they have complex service requirements at a geographical level, that means that they cannot manage through -- or that they cannot manage those complex needs through an external marketplace. What I would say is that over 98% of all retailers and brands on Lasoo are fully integrated into the e-commerce marketplace and receiving the benefits of that integration in that marketplace. And I'll now hand back to Geoff.

Thanks, Matt. We have 2 remaining questions. The first one was in 2022, this is at the time of the Ovato administration, Platypus, which is a packaging business -- Ovato's packaging business in Geebung in Brisbane, Platypus acquired Ovato's folding carton print assets. [ Did you not ] consider those assets at the time? The answer to that is, look, our primary focus, given Ovato's [ new ] administration, was very much, given time was of the essence, was to ensure the outcome will be ultimately achieved in acquiring the selective assets of that Ovato business. I don't think people quite realized externally at the time, if we hadn't moved as quickly as we had moved over that 2-month period, it is not inconceivable that publications like the Australian Women's Weekly or House & Garden or the Woolworth's catalog and a whole range of other products would have stopped -- able to stop overnight. [ It wouldn't have been good with ] Australian consumer and also wouldn't have been good to the IVE business. So our primary focus was the deal that we did. And the second point we would make is that production assets of the Ovato packaging business in Queensland were very average, and the margin on the work, roughly [ $10 million ] worth of work, was incredibly low. The real answer is our focus is on the main game in town, which is the transaction we did. The final question relates to restructure costs. And the question specifically is at what point will the company stop having to restructure so the current restructuring costs flow to the bottom line and to shareholders? Well, point number one, our business is a high cash generation business. Part of doubling the size of the business since we listed, which we've done, is both investment in organic opportunities and also acquisitions, as we know. We don't have a history, if I could refer to this, business-as-usual restructuring costs at all. The most significant restructuring costs we've had as a stand-alone business is our major site consolidation program in Victoria, which we undertook 3 years ago, which took 2.5 years. Outside of that, the primary driver of any integration or restructuring cost has been on the back of acquisitions and integrations of acquisitions. And if we look more recently, the majority of integration and acquisition costs in relation to Ovato sit in FY '23, and the residual amount for both of those items sit in FY '24. And at this stage, for FY '25, there's nothing on the horizon in relation to acquisition and integration costs at all. So [indiscernible] question. But I think the facts, when you distill them down and look more specifically, the vast majority of those costs relate to [ our own on the back of ] strategic acquisition and integrations over the years. I think that covers all the questions that we received before the meeting. Are there any other questions from the floor? Okay. Well, that concludes the business as set out in the Notice of Meeting. Congratulations, Paul and James. It's wonderful to have you remaining on the Board. And I'd like to take this opportunity to thank all of you once again for attending today. The results of the poll will be announced later on the ASX. And on behalf of the entire Board, thank you for your support. And I now declare the meeting closed. Thank you.