Johns Lyng Group Limited (JLG) Earnings Call Transcript & Summary

Good morning, ladies and gentlemen, and welcome to today's important meeting of relevant shareholders in relation to the proposed scheme of arrangement that you, as shareholders, will be voting on today, which I'll refer to as the scheme. My name is Peter Nash. I'm the Non-Executive Chairman of Johns Lyng Group Limited, and I will be chairing today's meeting. With me today are other directors of JLG, namely Scott Didier, Nick Carnell, Alison Terry, Larisa Moran and Peter Dixon. We did have Alex online at one stage, but I think he's been unable to -- that line is not working, so he is not attending this meeting. Lisa Dadswell, Company Secretary of JLG, is an apology for this meeting, but we have Anshul Aggarwal attending in her place. Representatives of JLG's share registry, MUFG Corporate Markets, are also present to assist in the poll process for today's meeting. For the purposes of today's meeting. For the purpose of today's Meeting, I appoint Jeffrey Wu from MUFG to act as returning officer. Mr. Wu has agreed to act in this capacity. Also in attendance are representatives from Nomura, JPMorgan, who are the financial advisers to JLG and Minter Ellison, the legal advisers to JLG. Can I please ask that you turn your phones to silent. It's now coming up 10:30, which is -- and we're at the scheduled commencement time for the relevant shareholder scheme meeting. A quorum is present, and therefore, I declare today's meeting to be open. As you know, today's meeting is being held as a hybrid meeting conducted in 2 parts simultaneously with relevant shareholders and proxies participating both in person and via the online platform. This meeting has been convened in accordance with orders made by the Supreme Court of New South Wales on Tuesday, the 2nd of September 2025 as well as JLG's constitution. The purpose of this meeting is for relevant shareholders to consider and if thought fit, approve the scheme of arrangement between JLG and the holders of its ordinary shares. If the proposed scheme meeting proceeds -- if the proposed Scheme proceeds, Sherwood BidCo Proprietary Limited, an entity ultimately owned and controlled by funds managed and advised by Pacific Equity Partners, will acquire all of the issued shares of JLG in exchange for the Scheme consideration. I refer to the Notice of Relevant Shareholder Scheme Meeting contained in Appendix 5 to the scheme booklet that sets out the resolution proposed for this meeting. As the scheme booklet was released to the ASX on 2nd of September '25 and subsequently made available to relevant JLG shareholders, I will take the Notice of Relevant Shareholders Scheme Meeting as read. The scheme booklet, which you will have the opportunity to review, explains the reasons for JLG shareholders to vote in favor of the scheme and the reason for JLG shareholders to vote against the scheme. The scheme booklet also includes an independent expert's report from Kroll Australia Proprietary Limited. At Johns Lyn Group Limited, we have pursued a disciplined and resilient growth strategy, balancing organic expansion with strategic acquisition, all the while maintaining a strong balance sheet and operational agility. Today marks a significant milestone in our journey with the proposed acquisition by Pacific Equity Partners representing a recognition of our achievements as an organization. This transition has not been without its challenges. Market volatility, sector-specific pressures and evolving client needs have tested our resolve. Yet our team has consistently delivered, achieving robust operating results, maintaining strong cash conversion and continuing to grow our core businesses across Australia, New Zealand and the United States. The scheme consideration represents a premium of 77% to JLG's closing price as at 15 May 2025, being the day prior to the receipt of Pacific Equity Partners nonbinding and indicative offer. This reflects the value we've created for shareholders and the strategic importance of our platform in the insurance and building and restoration sector. Importantly, it also provides shareholders with the opportunity to realize significant value and in respect of Relevant Shareholders who have made an Election to receive scrip consideration, the option to participate in the next phase of our growth under private ownership. On behalf of the Board, I commend and thank our people for their dedication, professionalism and resilience. Personally, I'm grateful for the unwavering commitment and collegiality of my fellow directors and the executive team. The Board is proud to present this opportunity to shareholders and remains confident in the long-term value creation potential of our business. I will now go through a few administrative matters before turning to the substantive part of this meeting. If at any stage, you have difficulties with the online platinum -- platform, there is a help line number displayed at the top of the page, which you can call. That number is +61 1800-990-363. As this is a meeting of Relevant Shareholders, only Relevant Shareholders or persons attending as proxy for Relevant Shareholders or a properly appointed attorney or corporate representative of a Relevant Shareholder or proxy are entitled to ask questions. Relevant Shareholders and proxyholders present in the room will be holding a green card if voting or a white card if non-voting. If you need assistance, please ask one of the MUFG staff in the room. Visitors holding a red card are reminded that as this is a shareholders' meeting, they are not entitled to ask questions or vote at this meeting. Relevant Shareholders will have the opportunity to ask any questions relating to the scheme resolution later in the meeting. In the interest of all participants, please ensure that your questions are relevant to all relevant JLG shareholders and to the scheme itself. If you are in the room, when I call for questions, please give your name or the name of the Relevant Shareholder or proxy you represent. If you are representing an organization, please state the name of that organization. In order to enable all shareholders a reasonable opportunity to be heard, if you have a number of questions, please ask them together when you come forward. If you are attending the meeting online, I encourage you to submit any written questions as early as possible during the meeting. [Operator Instructions] Please note that while you can submit online questions from now on, I will not address them until the relevant time in the meeting. This will include any questions that we have received ahead of the meeting. I also advise that any questions may be moderated or if we receive multiple questions on the same topic, questions may be amalgamated together. Before commencing the formal business, I would like to say a few words about the proposed scheme. If the scheme proceeds, each JLG -- each holder of JLG shares as at the scheme record date, currently proposed to be 7:00 p.m. Thursday, 16 October 2025, will have all of their JLG shares transferred to Sherwood BidCo Proprietary Limited on the implementation date, expected to be Thursday, the 23rd of October '25. This includes JLG shareholders who did not vote for the scheme, did not attend the General Scheme Meeting or relevant shareholder scheme meeting or voted against the scheme. As set out in the scheme booklet and previous shareholder communications, relevant shareholders had the option to make an election to receive all or part of their entitlement to scheme consideration as scrip consideration in the form of 4 shares in Sherwood Topco Limited for every 1 JLG share held on the scheme record date. Relevant Shareholders who did not make a valid election on or before the election date will receive the scheme consideration of $4 cash per JLG Share for each JLG Share held. The Independent Expert, Kroll Australia, has concluded that the scheme is fair and reasonable and therefore, in the best interest of general JLG shareholders in the absence of a superior proposal. The independent expert assessed the value of JLG on a 100% controlling interest basis is between $3.72 and $4.42 per share. While the independent expert has not opined on the position of relevant shareholders, the independent expert has stated that it logically follows that a relevant shareholder receives -- who receives only cash consideration would be in the same position as a general JLG shareholder. Your independent directors continue to believe that the reasons to vote in favor of the scheme outweigh the reasons to vote against the scheme, each is set out in the scheme booklet. Accordingly, we maintain our previously stated recommendation that JLG shareholders should vote in favor of the scheme in absence of a superior proposal. I can confirm that no superior proposal has been received. In addition to the passing of the resolution to be considered at today's meeting, the scheme remains subject to a number of customary conditions, which are set out in the scheme booklet. Sherwood BidCo Proprietary Limited received the approval from the Australian Foreign Investment Review Board on 25 September 2025. We are not aware of any reason which would cause any of the outstanding conditions precedent not to be satisfied or waived by 12:00 p.m. on the day of the second court hearing, which is scheduled for 2:00 p.m. Monday, 13th of October 2025. Accordingly, implementation of the scheme remains primarily subject to the following conditions precedent: one, passing of the scheme resolution by requisite majorities of relevant shareholders at this scheme meeting determined today; two, passing of the scheme resolution by the requisite majority of general JLG shareholders, being all JLG shareholders who are not relevant shareholders at the General Scheme Meeting, which was held immediately prior to this meeting and approval of the scheme by the Supreme Court of New South Wales at the second hearing, which is scheduled to be held at 2:00 p.m. on Monday, 13th of October 2025. If all of the conditions precedent are satisfied or if capable of waver waived prior to the second court hearing, the scheme will become legally effective and will bind all JLG shareholders holding JLG shares as at 7:00 p.m. on Thursday, the 16th of October 2025. I would now like to proceed to the formal business of this meeting. The sole item of business for this meeting to consider and if thought fit, pass the resolution set out in full in the notice of this meeting in Appendix 5 to the scheme booklet, which you will have had the opportunity to read. It is also displayed on your screens now. I refer to this resolution as the scheme resolution. Consistently with the disclosures in the Scheme resolution booklet and the orders of the court, I declare that the voting on the scheme resolution will be by way of a poll. In a few moments, I will display the proxy results and then allow questions from relevant shareholders and their proxies on the scheme resolution. After any questions, we will move to vote on the Scheme Resolution by poll. The results of the Scheme Resolution will be released to the ASX after the conclusion of the meeting. In order for the Scheme Resolution to be passed, it needs to be approved by a resolution in favor of the scheme passed by a majority in number, i.e., more than 50% of the relevant shareholders present and voting at this meeting, whether in person or by proxy, attorney or corporate representative unless the Supreme Court of New South Wales orders otherwise and at least 75% of the total votes cast on the scheme resolution by relevant shareholders present and voting at this meeting, whether in person or by proxy, attorney or corporate representative. As stated in the scheme booklet, the deadline for lodgment of proxy forms was 10 a.m. on Monday, 6th of October 2025. Before commencing the poll, I note that valid proxies on the scheme have been received as displayed on the table appearing on your screen. As stated in the Relevant Shareholder Scheme Meeting proxy form, as the Chair, I intend to vote all valid undirected proxies given to me in favor of the Scheme Resolution. I would now like to open the meeting to questions from Relevant Shareholders on the scheme resolution. As noted earlier, as this is a meeting of relevant shareholders, only Relevant Shareholders or persons attending as a proxy for relevant shareholders or a properly appointed attorney or representative of a Relevant Shareholder or proxy are entitled to ask questions. In terms of process, if there are any verbal comments or questions from those present today, I will invite you to make your comments or ask questions. I will then respond or designate someone to respond to these questions or comments. In order to ensure that all relevant shareholders and proxyholders have a reasonable opportunity to make comments and ask questions, I request that relevant shareholders and proxies do not ask more than two questions at a time. I ask that you make your comments and questions as concise as possible. I also ask questions be confined to the business of the meeting. Finally, due to time constraints, we may run out of time to answer all of your questions. I now invite relevant shareholders and proxyholders who wish to make a comment or ask a question to do so. Are there any questions from relevant shareholders or proxyholders in the room? Are there any questions from relevant shareholders or proxy holders via the web phone?

There are no questions on the phone line at this time.

And are there any questions from relevant shareholders or proxy holders online?

There are none.

There are no further questions or comments, I will now explain the procedure for the poll. This is a meeting of relevant shareholders. Each person registered in the JLG share register as a relevant shareholder on -- at 7:00 p.m. Monday, 6th of October, is entitled to attend and vote at this scheme meeting, either in person or through the online portal by proxy or attorney or in the case of a corporate holder of JLG shares, a corporate proxy of a relevant shareholder by a corporate representative. I'll now go through the voting procedure for voting on this poll. If you are voting on the Relevant Shareholder Scheme Meeting in person today, please see the front side of your green admission card, which is your voting paper, which details the resolution that will be -- is being put to this poll. If you are voting on the relevant shareholder scheme meeting online today, once you have registered, your voting card will appear on the screen. Your voting card will present you with voting options. To cast your vote, simply select one of the options and then select the Submit Vote button. You do have the ability to change your vote at any time while voting is open by clicking on the Edit Card button and selecting a different voting option. If you are a proxy and you have been instructed to vote in favor of the Scheme Resolution and you vote, you must vote -- you must direct your votes in favor of the scheme resolution by submitting your voting card accordingly. If you are a proxy and you have been instructed to vote against the scheme and you vote, you must direct your votes against the scheme resolution by submitting your vote card accordingly. In each case, if you are a proxy, you may choose not to vote. However, in this case, I as Chair will be taken to have been appointed as your proxy and must vote as directed. If you are a proxy and you have not been instructed to vote in a particular manner in respect of the scheme resolution, you may vote in favor of, against or abstain from voting on the Scheme Resolution as you see fit by submitting your vote card. To submit a full vote on the resolution, ensure you are in the full vote tab, please place your vote by clicking on the for, against or abstain voting buttons. To submit a partial vote on the resolution, ensure you are in the partial vote tab. You can enter a number of votes for the resolution. The total amount of votes that you are entitled to vote will be listed on this page. When you enter the number of votes, it will automatically tally how many votes you have left. Once you have finished voting on the resolution, scroll down to the bottom of the box and click the Submit Vote or Submit Partial Vote button. I now declare voting to be open on the scheme resolution. As voting is now open, please submit your vote on the scheme resolution. If you have any problems or if there are any issues in regarding voting on which you are uncertain, please reach out to an MUFG representative or call 1800-990-363. So we'll pause for a few minutes to allow for voting online as well. I think it's 5 minutes. [Voting]

[indiscernible] seemed like a long and arduous process but we were guided by our advisers. And as a Board, we are extraordinarily well supported by our executive team and all our team at JLG. And I'd particularly like to thank all of my fellow directors for their support as well. The results of the polls today will be posted to the ASX website later on. So you can all check in later today to see if the Scheme Resolution was passed. And assuming that is the case, forward we go. So thank you, everybody, for attending today.