Kelsian Group Limited (KLS) Earnings Call Transcript & Summary
October 26, 2021
Earnings Call Speaker Segments
Jeffrey Ellison
executiveGood morning, shareholders and guests. My name is Jeff Ellison, Chairman of the SeaLink Travel Group and Chair of today's meeting. On behalf of the Board of Directors, I welcome those of you who join us online via the Lumi platform today for SeaLink's 2021 Annual General Meeting. I'd like to acknowledge that today, for those of us in Adelaide, we meet on the traditional country of the Kaurna people of the Adelaide Plains and pay respect to elders past, present and emerging. We recognize and respect their cultural heritage, beliefs and relationship with the land. We acknowledge that they are of continuing importance to the Kaurna people living today, and we also extend our respect to other Aboriginal language groups and First Nations. Now due to COVID-19 health concerns and after considering advice of the relevant authorities, whilst we had hoped to go ahead with a meeting face to face, we are conducting today's Annual General Meeting as a fully virtual meeting. I'd like to thank all of those joining us virtually in those -- in these uncertain times, and I look forward to hopefully seeing you all next year at our Annual General Meeting. With me here today in Adelaide are directors who normally reside here and were able to travel from Queensland with the lifting of travel restrictions recently. I have Fiona Hele, Terry Dodd, Chris Smerdon, Andrea Staines and Lance Hockridge. Neil Smith joins us online from overseas due to his current international travel restrictions. During today's meeting, I and our Group CEO, Clint Feuerherdt, will present to you on the company's performance during the last financial year, and we will then move on to put the resolutions outlined in the Notice of Meeting to vote and allow all shareholders an opportunity to ask questions and make comments relevant to the business before the meeting. Firstly, I'd like to introduce the Board of the company. You will see their photos appear on the slide. I'm the Chairman of the company, and this is my second meeting as Chairman of SeaLink, having been appointed as Acting Chair of the company on the 1st of July 2020, and Chair on the 23rd of February this year. I was appointed a Director of SeaLink in 2008 and served as Managing Director until January 2020, becoming a Non-Executive Director on the 17th February 2020. Terry Dodd. Terry was appointed a Director of the company in March 2011 and is a member of the company's People, Culture and Remuneration Committee. Terry is standing for reelection today and will speak to that item later in the meeting. Fiona Hele. Fiona was appointed Director in September 2016 and is a Chair of the company's Audit and Risk Committee. Fiona is also standing for reelection today and will speak to that item later in the meeting. Chris Smerdon. Chris was appointed a Director in May 2004 and is a member of the Audit and Risk Committee. Andrea Staines OAM. Andrea was appointed a Director in February 2016 and is Chair of the company's People, Culture and Remuneration Committee. Neil Smith was appointed a Director on the 16th of January 2020. And Lance Hockridge. Lance was appointed Director on the 1st of July 2020 and is a member of the Audit and Risk Committee and the People, Culture and Remuneration Committee. Moving to the next slide. I'd also like to introduce Clint Feuerherdt, who is our Group Chief Executive Officer, having been appointed to that role with effect on the 16th of January 2020. You will hear from Clint shortly. Joanne McDonald is our Company Secretary and was appointed to that position in August 2018. And Andrew Muir is our Chief Financial Officer, a position he has held since January 2017. He was also appointed one of the company secretaries on the 1st of June 2018. We also have our auditor. So here, our external auditor is David Sanders from Ernst & Young. David would be available for questions later in the meeting. I'll turn to the voting procedures. The Company Secretary has confirmed quorum for the meeting is present, and I formally now declare the meeting open. A Notice of Meeting was distributed to all members on the 24th of September 2021, and also lodged on the ASX website on that date. I will take the Notice of Meeting as read and now briefly provide an overview of the voting procedure for today's meeting. We will determine all resolutions by poll. To ensure shareholders have more time to vote throughout the meeting, I now declare the poll on all items open. The polls will be closed at the end of the meeting. A summary of the proxies and voting outcomes will be lodged with the ASX once finalized. As Chair of the meeting, I will vote all directed proxies in accordance with directors with directions given by shareholders. I am also holding open proxies as Chair of the meeting. These will be voted in favor of all resolutions. All directed proxies not voted at the AGM automatically default to the meeting Chair, and I will vote these as directed. In accordance with the company's constitution, each shareholder entitled to vote -- to attend and vote at the meeting is entitled to a direct vote on a resolution. Shareholders can cast a direct vote using the electronic platform, as explained in the Notice of Meeting. Please ensure you have registered as a shareholder or proxy holder on the Lumi online platform to enable you to vote online and ask questions. If you have any queries about participating in the meeting, please refer to the virtual meeting guide accompanying the Notice of Meeting and available via the Boardroom share registry page on SeaLink's website. I advise that shareholders, their attorneys, proxies and authorized company representatives may ask questions or comment on each item and on general matters relevant to the AGM. There will be an opportunity for questions in respect of the resolutions as they are introduced. We will outline proxies received for each resolution as they are put to the meeting. [Operator Instructions] Questions received in writing will be read out by the Company Secretary, Joanne McDonald, who will identify each member who asked the question and then read the question out for everyone to hear. I will then answer or ask appropriate person of the team to respond to the question. [Operator Instructions] We will endeavor to answer as many questions as possible in the time allotted but reserve the right to rule out questions not relevant to the meeting or at order. Before we move on to the more formal business, I have pleasure in presenting the Chair's report on the year ended 30 June 2020 (sic) [ 30 June 2021 ] for the SeaLink Travel Group. As a result of the COVID-19 pandemic, Australia and the world have endured possibly the most challenging business year we have ever experienced in the life of SeaLink. This challenge has filtered down to almost every aspect of life, and travel and tourism has notably been one of the most affected areas. I am very pleased to report that with the support and ongoing effort of our employees, customers and suppliers, our response to these challenges, led by our talented leadership team, has placed us in a strong position to address these issues and also achieve strong growth for the company. Our tourism business endured the greatest challenge from the pandemic, yet proactive decision-making and dedicated efforts from our employees to operate safely, efficiently and effectively during these times has resulted in cost reductions and new opportunities being pursued. Results from our public transport businesses demonstrate the resilience of this part of our business, where we have improved our service levels and remained focused on the safety of our customers. We have been able to execute on a number of new contracts and acquisitions during the financial year, which is very pleasing. This includes new bus contract awards in Singapore, Katherine and Adelaide, and new ferry contract awards in Brisbane and Hayman Island. We have also secured the renewal of contracts in Townsville, Adelaide, Singapore and Darwin. Financially, SeaLink has had an impressive year in FY 2021. Our statutory net profit after tax of $37.8 million was up 377%, and we had strong share appreciation during the period. Robust cost control and operational efficiencies have lifted earnings, further assisted by the significant full year contribution and new contract award from the Transit Systems Group business acquired in January 2020. Pleasingly, we have been able to declare an increased fully franked final dividend of $0.09 per share, which was paid at the beginning of the month. This brings the full year dividend to $0.16 per share, up 45.5% on the prior year. I've been particularly pleased with our progress we have made in relation to our commitment to long-term sustainability and climate change. We have expanded our battery electric bus fleet in Australia and overseas and are well positioned to be the first public transport company to introduce hydrogen bus technology to Australia in the coming year. In summary, we are well placed for the year ahead. The diversity of our business across metropolitan bus transport, marine transport and tourism and, more recently, resource sector bus transport provides resilience and sets us on a strong course to capitalize on opportunities in the future. There's still a lot of uncertainty in the world due to the COVID-19 pandemic, and although there is now some light at the end of the tourism tunnel, the impact will likely be with us for a while yet. We are looking forward to the permanent reopening of state and international borders and restoring our tourism business to pre-COVID-19 levels over time. In closing, I want to return to the performance of our Group CEO, Clint Feuerherdt, and the management team in what has been a very challenging time. The team has reorganized the business to support our strategy for long-term growth while also delivering a terrific result for the year. All of this was achieved while safely managing the many complexities and challenges associated with the COVID-19 environment. This is a strong endorsement of the capabilities of the SeaLink's senior team. I also want to sincerely thank all SeaLink employees for their efforts across the year. We greatly appreciate the continued commitment and endeavors of the team at SeaLink and the support of our customers and suppliers. Finally, I'd like to thank my fellow Board members for the commitment and dedication to making this great company what it is today. Again, I must say how generally pleased I am in the way the Board and management have responded to the challenges of the last year. Thank you for the opportunity. I'll now hand over to our Chief Executive Officer, Clint Feuerherdt, for his presentation.
Clinton Feuerherdt
executiveThank you, Jeff, and good morning, everyone. I would also like to pay my respects to elders past, present and emerging, and acknowledge that we are meeting here at Adelaide on the traditional lands of the Kaurna people. Like all businesses around the world, the last year has been overwhelmingly dominated by the management of the COVID-19 pandemic. Although SeaLink is now a global business with operations in London and Singapore, which made the management of the pandemic that bit more challenging, we are in a great position to have nearly 90% of our revenue base fully contracted by governments or large corporate entities. Throughout the year, SeaLink has anticipated, navigated and repositioned to finish the FY '21 year with a strong balance sheet that supports our growth strategy and ultimate purpose: to become a world leader in delivering essential journeys through safe and intelligent transport solutions and creating brilliant customer experiences. Operating safely has been essential to the success of our business. We are committed to the health, safety and welfare of employees, contractors, visitors and customers and ensure we provide high-quality service that is efficient, reliable and safe. I can proudly say that as a team, we have risen to these challenges and worked together to deliver strong results for the year. Notwithstanding the efforts of managing the impacts of the COVID-19 pandemic and driving greater efficiency within all businesses, the team has also been able to deliver on some impressive organic growth opportunities within each of the 3 operating divisions. This year, we are very pleased to announce the acquisition of Go West Tours for an enterprise value of $84.7 million plus an earn-out component of up to $25 million, which successfully completed on the 1st of July 2021. Go West Tours is a leading supplier of modern charter, rental and tour vehicles to the resources sector, school bus transfers, government and tourism products. It is one of the largest specialist bus operators in Western Australia and will provide us an extended geographical reach and platform for growth. This acquisition saw us grow by approximately 180 employees and a fleet of 323 buses across 8 depots. We also welcomed 2 new vessels to our marine fleet that ended the last financial year, numbering an impressive 117 vessels. MV Parrabah was built in Tasmania and will service Bruny Island; and MV Coolgaree Cat, a $7.3 million vessel that will service Palm Island locals and visitors in far north Queensland. Both vessels are at the forefront of passenger ferry design, efficiency and performance and are a great addition to our service offerings. The success of our tenders has been a key focus. Domestically, we have been awarded many. In Queensland, RiverCity Ferries commenced in November 2020 with the operation of Brisbane City Council's CityCats, City Hoppers and KittyCats. We have also been able to continue our contract to operate our passenger ferry operations to Magnetic Island and a subsidized contract for the delivery of the Palm Island ferry service. SeaLink was also awarded a 3-year contract as the new operator of the InterContinental Hayman Island Resort ferry transfers in the Whitsunday Islands. In addition, there will also be guest transfers between Hayman Island Resort and Hamilton Island Airport to meet all arrivals and departures as required. In Australia, we were awarded the Katherine school bus contract in February 2021, which will see us operate 11 buses over a large geographic area in remote Northern Territory. Our South Australian business has also expanded with the commencement of the East West, Outer North East and Outer North bus contracts last financial year. In addition, the Torrens Connect joint venture commenced the North South bus and tram contract, the first light rail contract for the group. SeaLink is in a unique position where an attractive pipeline of tender opportunities is always on the horizon. We are very active in this space and ensure we do our due diligence on each opportunity that presents. The nature of our business is dynamic, and we will always ensure we have a position in this competitive arena. Internationally, our Tower Transit Singapore business was awarded the PT217 contracts with the new Bulim contract commencing operations in May 2021 and the Sembawang-Yishun contract operating from September 2021, totaling 56 bus services at a total contract fee of approximately SGD 1 billion over 5 years. Recently, I was pleased to announce that we entered into an agreement to form a joint venture with RATP Dev UK Ltd in London, with completion targeted for December 2021. The joint venture ensures an exciting and sustainable future for our West London bus operations through increased scale efficiencies in a challenging London bus -- public bus transport market. It also facilitates a pooling of significant operational experience, including the transition to new technology. The joint venture is expected to employ over 4,000 staff, operate 1,250 buses on 115 routes from 10 garages in Western London. We have also recently commenced a process to explore options for our other depot in London, and we'll provide an update on progress in due course. Sustainability is an ongoing focus for us at SeaLink, and we are a leader in delivering zero-emission bus solutions to Australian public transport networks. In December 2020, we placed Australia's largest order for battery electric buses after a successful 2-year bus pilot in Region 6 in Sydney. In June 2021, 10 BEBs were placed into service, and we are working closely with Transport for New South Wales on a proposal to introduce a fleet of a further 40 BEBs into Sydney. In May 2021 and in an Australian first, we ordered 2 hydrogen fuel cell buses to service public transport contracts in Australia. This purchase follows our extensive trials in operating a fleet of this type of buses in London as part of the Transport for London-led Clean Hydrogen in European Cities and 3Emotion projects. Over the next year, we will be exploring and trialing this technology to better understand how it adapts to Australian conditions. SeaLink reaffirmed its commitment to Aboriginal and Torres Strait Islander people, culture and communities with a new reconciliation action plan this year. We celebrate the vast diversity of our network. Each employee brings a fusion of skills and contributions to our operations and services. It is through this diversity that we can embrace and incorporate recognition, acknowledgment and understanding of Aboriginal and Torres Strait Islander peoples and cultures. Looking ahead, we will continue to focus on company growth and shareholder value creation. We have a strong plan to relaunch our tourism offering ahead of the eastern states opening up. Our Brilliant Travels platform is primed and ready to offer our customers an assortment of unique tourism experiences, including our exciting investment in a new vessel build of an experience like no other in Sydney. This new experience will appeal to locals as well as visitors to the harbor, both domestic and international, and we look forward to launching it later this year. We have strongly encouraged COVID-19 vaccination in line with all government guidelines, and pleasingly, we have had a positive response from staff, putting us in a good position to keep everyone safe. Our business fundamentals remain sound despite ongoing environmental headwinds. Our liquidity and balance sheet remain strong and well supported by contracted cash flows, and we anticipate higher domestic demand, which will coincide with high vaccination rates and border relaxations, which will likely yield a prolonged peak summer well into the second half of FY '22. We remain the largest marine tourism and transport operator in Australia with plans to increase our tendering capabilities, redevelop and improve our facilities and explore accretive acquisitions both domestically and internationally. I would like to extend my thanks to our Chair, Jeff Ellison and the Board. I commenced this role in January 2020 and have received the full support of a confident, highly skilled and dedicated team. I look forward to working with you in the coming year and improving on the successes of the past. I'll now pass you back to the Chair to move into the formal part of the meeting. Thank you.
Jeffrey Ellison
executiveThanks, Clint. The business of the meeting. So there are 7 items of business listed in the Notice of Meeting for today. To allow more time for shareholders to vote, I remind you that all polls are currently open on all resolutions. The items before the meeting today are, firstly, consideration of the financial statements; adoption of the remuneration report; reelection of Director Fiona Hele; reelection of Director Terry Dodd; approval of financial assistance; change of company name; and modifications to the constitution. No vote is required for item 1. The vote for the remuneration report is advisory only. However, we would take into account the outcome of the resolution when reviewing our remuneration report and practices. Item 3 to 4 are ordinary resolutions. This means that more than 50% of votes cast on the resolution must be in favor of it to be passed -- for the resolution to be passed. Item 5 to 7 are special resolutions. This means that more than 75% of the votes cast on the resolution must be in favor for the resolution to be passed. During discussion on each resolution, the way in which proxy holders have voted will be displayed. Only shareholders and proxy holders will be entitled to vote. As I have indicated, the poll is open. The resolutions and voting choice will now appear for the shareholders and proxy holders who have registered as such to vote. Some key points about voting are shown on the following slide. To vote electronically now that the poll is open and if you are eligible to vote for this meeting, a new voting tab will appear at the top of the screen. Selecting that voting tab will bring up a list of resolutions and present you with voting options. To vote, simply select the direction in which you would like to cast your vote. The selection -- select option will change color. There is no need to hit a submit or select button as the vote is automatically recorded. As previously mentioned, all resolutions at today's meeting will be determined by poll. The polls for all items are now open and will be closed at the end of the meeting. A summary of the proxies and voting outcome will be lodged with the ASX once finalized. As a reminder, as Chair of the meeting, I will vote all directed proxies in accordance with directions given by shareholders. I'm also holding open proxies as Chair of the meeting. These will be voted in favor of all resolutions. Any directed proxies not voted at the AGM automatically default to the meeting Chair, and I'll vote these as directed. In accordance with the company's constitution, each shareholder entitled to attend and vote at the meeting is entitled to a direct vote on a resolution. Shareholders can cast a direct vote using the electronic platform, as explained in the Notice of Meeting. Please ensure you have registered as a shareholder or proxy holder on the Lumi online platform to enable you to vote online and ask questions. If you have any questions about how to vote or ask questions, please refer to the virtual meeting guide accompanying the Notice of Meeting and available by the Boardroom share registry page or SeaLink website. I've now been advised by our share registry that all proxies received have been checked, and I declare them valid for the meeting. So moving on to the first item of business, consideration of the financial statements. Item 1 is to receive and consider financial reports, the Chair's report and the auditor's report for the year ended 30 June 2021. The financial statements have been made available through our website and lodged with the ASX. Now is the right time to ask questions about the business or anything contained in the Chairman's report, CEO's report or financials. We also have David Sanders here from our auditors, Ernst & Young. David is able to answer any questions that relate to the conduct of the audit, the independence of the audit, SeaLink's accounting policies and the preparation and content of the auditor's report. If you have any questions on the remuneration report, please hold them until that item. I now invite any questions you may have on the financial statements for the company's operations.
Joanne McDonald
executiveChairman, I have a comment from the Australian Shareholders' Association representing 27 retail shareholders from Mr. Ken Wakeman of that association. Mr. Chairman, I would like to thank you, together with the Company Secretary, for meeting with us prior to the AGM. We note the good results under difficult conditions. We also note that SeaLink has recently become the eighth South Australian company in the ASX200. We have a comment on items 2 and 7, and we'll raise this at the appropriate time.
Jeffrey Ellison
executiveThank you.
Joanne McDonald
executiveI have no other written questions or audio comments on item 1.
Jeffrey Ellison
executiveAnd there -- are there any questions for the auditor?
Joanne McDonald
executiveNot at this time. Thank you.
Jeffrey Ellison
executiveOkay. I'll now move on to resolution 2 on the next slide. This resolution is the adoption of the company's remuneration report. The successful growth of SeaLink to date represents a small part of the long-term growth strategy for SeaLink. After the successful year that was FY '21, we look forward to you, as our shareholders, continuing to share in SeaLink's future success with us. We represent -- we present the SeaLink remuneration report to you and recommend the report to you for approval. Resolution 2, to consider and, if thought fit, pass the following as a nonbinding ordinary resolution. The resolution is that the remuneration report, as set out in the directors' report for the company and its controlled entities for the financial year ended 30th June 2021, be adopted. Is there anyone who wish to speak in relation to this motion? There is?
Joanne McDonald
executiveThank you, Chair. I have a question from the Australian Shareholders' Association. In relation to the item 2 remuneration report, we appreciate the improvements in the remuneration report and support the motion. We request the Remuneration Committee to give consideration to one further improvement by making a percentage, preferably 50%, of the STI award to be paid in shares.
Jeffrey Ellison
executiveOkay. Thank you for that question. And I must say we have received some terrific feedback on the remuneration last year. And I can say we have adopted most of those, but I might ask the Chair of the Rem Committee, Andrea Staines, if she'd like to make a comment.
Andrea Joy Staines
executiveThank you, Chair. This is Andrea Staines, Chair of the People, Culture and Remuneration Committee. Thank you to the Australian Shareholders' Association for their comment and their suggestion. We annually do a thorough review of the STI award for the upcoming year, and we appreciate your interest and suggestion on the parameter of how to pay the STI award, and we'll take that into consideration.
Jeffrey Ellison
executiveThank you. Are there any other questions?
Joanne McDonald
executiveI have no more questions on item 2.
Jeffrey Ellison
executiveOkay. I note that you will see details of proxies received on the relevant slide for the resolution. The report -- the Board recommends shareholders vote in favor of the resolution. The Chair intends to vote undirected proxies in favor.
Jeffrey Ellison
executiveMoving on to the next item of business, which is the reelection of Director Fiona Hele. This item of business is for the election of Fiona Hele, who retires after last being reappointed at the 2018 AGM and, being eligible, offers herself for reelection. Resolution 3 is to consider and, if thought fit, to pass the following as an ordinary resolution: that Fiona Hele, who retires in accordance with clause 59.4 of the company's constitution and Listing Rule 14.4, be reelected as a Director of the company. Information about Ms. Hele is set out in the Notice of Meeting. Fiona is a chartered accountant, experienced Audit and Risk Committee Chair. And the Board considers her an Independent Director and a valued contributor to the Board, especially in the area of governance, risk and strategic growth. I welcome Fiona to the meeting and now ask her to say a few words of introduction to shareholders.
Fiona Hele
executiveThanks, Chair. Good morning, everyone. Over my tenure thus far, I've been fortunate enough to be a part of SeaLink's transition to what is now an ASX300 diversified transport and travel company. Over this period of significant growth, we will continue to focus on enhancing our risk management, safety and financial performance of the business. As an Audit and Risk Chair across industries, including tourism, utilities and infrastructure, I believe I bring the skills and experience to continually challenge our thinking and decision-making in these critical areas of business performance. I welcome the opportunity to continue to serve such a dynamic, well-managed organization with a very exciting future. I'm confident that my extensive corporate, financial and governance experience, along with my understanding and appreciation of my duties as a listed Board Director, enables me to continue to make an ongoing contribution to the SeaLink Board. Thank you.
Jeffrey Ellison
executiveThank you, Fiona. And Fiona is available to answer questions. So is there anyone who wishes to speak in relation to this motion or has a question? None?
Joanne McDonald
executiveThere's no one to speak.
Jeffrey Ellison
executiveThank you. I note that details of proxies received are outlined on the slide for this resolution. The Board recommends shareholders vote in favor of reelecting Fiona Hele as a Director, and the Chair intends to vote undecided proxies in favor of the resolution.
Jeffrey Ellison
executiveI'll now move on to the next slide concerning the election of Mr. Dodd. This item of business is for the reelection of Mr. Terry Dodd, who retires and, being eligible, offers himself for reelection. Resolution 4 is to consider and, if thought fit, to pass the following as an ordinary resolution: that Terry Dodd, who retires in accordance with clause 59.1 of the company's constitution, be reelected as a Director of the company. I note that information about Mr. Dodd is set out in the explanatory notes to the Notice of Meeting. Mr. Dodd has extensive experience in business management, stakeholder management and the marine industry. The Board considers Terry to be an independent director and values his contribution to the Board, especially in relation to his marine and general business expertise. I welcome Terry to the meeting, and now I'll ask him to speak a few words of introduction to shareholders.
Terry Dodd
executiveThank you, Jeff. Good morning, ladies and gentlemen. Thanks for the opportunity to speak. During my time as a member of the SeaLink Board, I have seen SeaLink develop from a small, local South Australian company into a major national company with international interest. I have found the time on the SeaLink Board rewarding as I've enjoyed being part of a sound and competent Board, working efficiently with a highly motivated executive management team. During this time, I believe that I've made a solid contribution on behalf of shareholders based on the experience I built up over the last 30 years or so, building, managing and growing marine-based companies in both the construction and tourism industries. As a director, I bring in-depth experience in the marine and tourism industries, both nationally and internationally, significant business experience to the Board. I am passionate about seeing SeaLink, its Board, management and staff, develop to its true potential and offer -- and often offer mentorship and advice. Ultimately, I want to SeaLink grow in its business journey and succeed as one of Australia's leading transport tourism providers.
Jeffrey Ellison
executiveThank you, Terry. And Terry is available here to answer any questions. So is there anyone who wishes to speak in relation to this motion?
Joanne McDonald
executiveThere are no questions for Terry.
Jeffrey Ellison
executiveThank you, Secretary. Resolution 5 is a special resolution for the approval of giving -- of financial assistance. Resolution 5 says or to consider and, if thought fit, to pass the following as a special resolution: that for the purposes of section 260B Part 2 of the Corporations Act 2001 and for all other purposes, approval is given for financial assistance to be provided by the acquired company, as defined in the explanatory notes accompanying this resolution, in connection with the acquisition of the company of all of the issued shares in the acquired company, as described under the heading agenda item 5, approval of financial assistance in the explanatory notes. On the 5th of May 2021, SeaLink announced it had agreed to acquire the Go West Tours business involving the purchase of 100% of the shares of the S V. Haoust Pty Ltd, which owned assets and bus transport operations in regional Western Australia. The acquisition was completed on the 1st of July 2021. And for the reasons set out in the explanatory notes to the Notice of Meeting, the company is now seeking approval of shareholders of the acquired company as a subsidiary of SeaLink Travel Group to provide financial assistance in connection with the group's secured debt facilities. Is there anyone who wishes to speak in relation to this motion?
Joanne McDonald
executiveThere are no questions in relation to this motion.
Jeffrey Ellison
executiveThank you. I note that you will see details of proxies received on the relevant slide for the resolution. The Board recommends shareholders vote in favor of this resolution, and it intends to vote undirected proxies in favor.
Jeffrey Ellison
executiveMoving to the next resolution is to do with the change of the company name. Resolution 6 is a special resolution to consider and, if thought fit, to pass the following as a special resolution: that for the purpose of Section 157 Part 1 Part A of the Corporations Act 2001 and for all other purposes, the company's name be changed from SeaLink Travel Group Limited to Kelsian Group Limited, and all reference to the company's constitution be updated accordingly. More information about the proposed change in company name is set out in the Notice of Meeting, but you may be wondering about the origins of the name Kelsian Group itself. What does Kelsian mean? The name is derived from our long, proud history of operating at SeaLink. Kelsian is an anagram of the word SeaLink. It reflects the transformational growth of our business over the last few years while paying respect to our origins. The proposed change of name to Kelsian Group Limited, if supported by our shareholders, will be the name of the ASX-listed company for our group. However, this name change will not impact on any of our local and customer-facing brands. Our public transport, ferry and tourism customers will still see all the brands they know and love across Australia and the world. Is there anyone who wishes to speak in relation to this motion?
Joanne McDonald
executiveThere are no questions related to this motion, Chair.
Jeffrey Ellison
executiveThank you. I note that you will see details of proxies received on the relevant slide of the resolution. The Board recommends shareholders vote in favor of this resolution. The Chair intends to vote undecided proxies in favor.
Jeffrey Ellison
executiveSo moving to the next item of business. Resolution 7 is a special resolution for the approval of modifications to the constitution as follows, to consider and, if thought fit, to pass the following as a special resolution: that for the purpose of Section 136 Part 2 of the Corporations Act 2001 and for all other purposes, the company's constitution is altered by making the amendments contained in the document tabled at the Annual General Meeting and signed by the Chair of the meeting for the purposes of identification. Information about the proposed change of our constitution is set out in the Notice of Meeting, including a link to a marked-up copy of the constitution change, the proposed changes, which is available on our company website. I have a copy of that proposed amendment to constitution with me at the meeting, which I table to the meeting after signing for purposes of identification. Is there anyone who wishes to speak in relation to this motion?
Joanne McDonald
executiveThank you, Chair. I have a question and comment from the Australian Shareholders' Association in relation to item 7, modification to the constitution. The Australian Shareholders' Association cannot support the proposal to enable the holding of virtual meetings outside times where physical meetings are possible. The technology and practice are not yet sufficiently developed to ensure a company meeting replicates the exchange between shareholders and the Board in a physical meeting. Will the Chairman inform the meeting that the intention is to hold physical meetings wherever possible?
Jeffrey Ellison
executiveYes. Look, thank you for that question. And it is the intention, the desire and the preferred -- preference of the Board to hold a face-to-face meeting. I should say this meeting, we discussed how we would handle it. And for the safety of our staff and our shareholders, we decided to go virtual. And in fact, as it turns out, our shareholders from Victoria and New South Wales would not have been able to travel to Adelaide to join. Moving forward, we believe it is important that we maintain the flexibility should a further disaster or pandemic happen in the future. But our clear preference from all the directors, as stated in our meeting yesterday, is to have a face-to-face meeting. And we do look forward to seeing our shareholders again soon.
Joanne McDonald
executiveChair, there are no more written questions.
Jeffrey Ellison
executiveOkay. Thank you. I note that you will see details of proxies received on the relevant slide for this resolution. The Board recommends shareholders vote in favor of the resolution. The Chair intends to vote undirected proxies that way.
Jeffrey Ellison
executiveMoving to the next item of business is other business. Now that we have finished the formal business of the meeting, I will address some -- I will address any general questions that have been received and related to the AGM. I will address any general questions that have been submitted by the online platform first and then those that may wish to speak to ask a question verbally. Are there any questions from shareholders and proxy holders relating to the business of the meeting that have not already been answered?
Joanne McDonald
executiveNo, Chair. There are no remaining questions.
Jeffrey Ellison
executiveThank you. Thank you, shareholders, for that. So closing of the meeting. There being no further business, which may be properly brought forward, this now concludes the formalities. A short video on our proposed change of name will be displayed immediately after my closing comments, and I encourage you all to remain online to view it. Please ensure that you have voted on all resolutions, and I now declare the meeting closed, subject to finalization of the polls. Thank you for your interest in our company and your attendance online for this year's meeting. The results of the poll will be displayed on the ASX website once compiled and also on the company's website. Thank you again for your attendance, and we hope to see you face-to-face next year. Thank you. [Presentation]
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