MAAS Group Holdings Limited (MGH) Earnings Call Transcript & Summary

Good afternoon, ladies and gentlemen. My name is Stephen Bizzell, the Chairman of Maas Group Holdings. On behalf of my fellow directors, I'd like to welcome you to this Extraordinary General Meeting of Maas Group Holdings. Meeting is being held for matters relating to the capital raising that was announced to the ASX in late November last year. It is 1 p.m. now, and I'm informed by our Company Secretary that, in accordance with the company's constitution, a quorum for the meeting is present, and I therefore, declare the meeting formally open. This EGM is being held virtually via our share registry's platform. We encourage all shareholders to take part in the meeting online. Our Company Secretary has confirmed the Notice of Meeting has been made available to all shareholders and other persons entitled to receive it within the applicable notice period. Before we get to the formalities, I acknowledge this EGM is being produced on the traditional lands of the Turrbal and Jagera peoples, and I pay my respects to their Elders, past, present and emerging. I would also like to introduce our directors and secretary, who are also online today. We have our Managing Director and CEO, Mr. Wes Maas; our nonexecutive directors, Mr. Michael Medway and Mr. David Keir; our Chief Financial Officer, Mr. Craig Bellamy; and our Company Secretary and General Counsel, Mrs. Candice O'Neill. One of our directors, Ms. Tanya Gale, is an apology for the meeting. Before we get underway, hopefully, everyone's familiarized themselves with the virtual meeting online guide, which was circulated with the Notice of Meeting letter, which details how to register for voting to cast your votes online if you haven't voted by proxy, also asks -- outlines how to ask the written questions online or to ask questions verbally via the web phone. You'll be able to ask questions online once you have registered to vote via the online platform. You'll be able to finalize and submit votes at any time during the meeting up until 5 minutes after the meeting ends. All items of business today will be voted on by a poll, which is now open. If you experience any difficulties using the virtual meeting platform, please check the virtual meeting guide on our website or contact the help line on the screen. Resolutions, as we go through them, and the proxy results for votes cast before the meeting will be displayed on the screens as we proceed. If -- and we will read out the resolutions and post the results as we go. We will look to address any questions that have been submitted online or via the web phone. [Operator Instructions] Any general question -- shareholder questions submitted and not answered during the meeting may be addressed after the formal business is completed. If all questions are unable to be answered today or if there are specific questions that would be better addressed on an individual basis, we will look to respond to them after the meeting. I'm advised by our secretary that we have received a validated list of proxies from our share registry and the results of which will be presented at each resolution. The matters requiring consideration today have been outlined and detailed in the Notice of Meeting, and I'll take it that the Notice of Meeting will be taken as read. Turning to the resolutions. Resolution 1, the first item of business, is the ratification of issue of shares under the institutional placement. And the resolution is to consider and if thought fit, to pass with or without amendment as an ordinary resolution: that approval be given for the purposes of ASX Listing Rule 7.4 and for all other purposes, for the ratification of the prior issue of 24,118,280 fully paid ordinary shares in the company at $4.65 per fully paid ordinary share that were issued under the institutional placement on the terms and conditions that were set out in the explanatory memorandum that accompanied the Notice of Meeting. This resolution is subject to voting exclusions, which were also set out in the notes section of the Notice of Meeting. Proxy votes received are set out on the slide being displayed, which see the proxies at 99.9% in favor of the resolution. Ms. Secretary, are there any questions regarding this resolution that have been received online?

Chairman, we have received one question regarding this resolution online. The question being, why wasn't the capital raise pro rata?

So as set out in the Notice of Meeting that the capital raising was undertaken, I supposed, in 3 components: the institutional placement, which is the subject of this resolution; there was a share purchase plan offer, which is made available to all shareholders; and then a conditional placement component, which was to certain directors of the company. Whilst the raise structure wasn't a pro rata offer, practically speaking, it was conducted in that manner insofar as for the share purchase plan offer, the vast majority of our retail and smaller shareholders, if we had have done it, the whole raising as a pro rata offer, it would have been less than a 1 for 10 entitlement most of our -- bulk number of our shareholders by a number would have had a less than a 30,000 entitlement under that 1 for 10 entitlement offer sort of structure. Under the SPP, they could have subscribed for up to 30,000, so we felt that our smaller shareholders certainly had the ability to participate at a minimum pro rata. And for the institutional placement component, the vast majority of the institutions that run our register participated -- prior to the raise, participated in the raising, and as a priority of how we allocated, we ensured that they were able to maintain their pro rata. And whilst we did introduce at least a couple of new institutions onto the register, that was mainly accommodated through them taking up what would have been otherwise pro rata entitlements for others that didn't get taken up in the raise. Are there any other questions online that have been received?

No further questions online.

Are there any other questions, operator, received via phone on this resolution?

Mr. Chairman, there are no questions via the phone lines.

Okay. Thank you, operator. As there are no further questions, I will now move to the next resolution. And as I noted earlier, all resolutions will be decided by poll, and the results of that poll will be released to the market after the meeting's conclusion. Resolution 2 is the ratification of the agreement to issue an issue of shares under the founder and management placement, and it's that the formal resolution is -- as an ordinary resolution that approval be given for the purposes of ASX Listing Rule 7.4 and for all other purposes, for the ratification of the agreement to issue an issue of 537,635 fully paid ordinary shares in the company at $4.65 per fully paid ordinary share that were agreed to be issued under the unconditional founder and management placement on the terms and conditions that were set out in the explanatory memorandum accompanying the Notice of Meeting. Once again, there are voting exclusions in relation to this resolution, and the proxy votes are being displayed in the slides online. Once again, approximately 99% of the votes cast were in favor of this resolution. Ms. Secretary, are there any questions regarding this resolution that have been received online?

There are no questions online, Stephen.

Thank you. And operator, are there any questions by phone on this resolution?

Mr. Chairman, there are no questions via the phone lines.

Yes. Thank you. As there are no further questions, I'll now move to the next resolution, which is resolution 3, which is the -- which is to consider and if thought fit, to pass the following resolution as an ordinary resolution, that approval be given for the purposes of ASX Listing Rule 10.11 and for all other purposes, for the issue of 5,376,344 fully paid ordinary shares in the company at $4.65 per fully paid ordinary share to Mr. Wes Maas or entities associated with him under the conditional founder and management placement on the terms and conditions set out in the explanatory memorandum. As per earlier resolutions, this resolution is also subject to voting exclusions, which were set out in the Notice of Meeting. Once again, the proxy votes are received, are set out in the meeting notice, which show approximately -- sorry, in the slides, about 99.8% of votes cast before the meeting in favor of this resolution. Ms. Secretary, is there any questions online in relation to this resolution?

Stephen, we do have one question online regarding Wes' uptake on the conditional placement being why the raising wasn't structured as a renounceable offer.

I'm not sure whether Wes would like to comment on that or it's probably we have answered that question in relation to resolution 1. But...

I agree with what we said in resolution 1 that we did a placement, a conditional placement in an SPP, so that was taken as our best option.

Yes. Thank you. Thanks, Wes. Any other further questions received online?

There is one, Stephen, whether Wes had to pledge any of the shares in MGH to fund the investment.

The answer is no, Mr. Chairman.

Thanks, Wes. Operator -- sorry, any other further questions online?

No further questions online, Stephen.

Operator, are there any questions received on the phone?

Chairman, there are no questions via the phone lines.

As there are no further questions, I'll move to the next resolution, which is resolution 4, which is the approval be given the purposes of ASX Listing Rule 10.11 and for all other purposes, for the issue of 21,505 fully paid ordinary shares in the company at $4.65 per fully paid ordinary share to Michael Medway or entities associated with him under the conditional founder and management placement on the terms and conditions set out in the explanatory memorandum. Ms. Secretary, are there any questions regarding this resolution that have been received online?

Stephen, there are no questions on this resolution.

Operator, are there any questions regarding this resolution received by phone?

Chairman, there are no questions via the phone lines.

Thank you. In this case, we'll move to the next resolution, resolution 5: that approval be given for the purposes of ASX Listing Rule 10.11 and for all other purposes, for the issue of 21,505 fully paid ordinary shares in the company at $4.65 per fully paid ordinary shares to Tanya Gale or entities associated with her under the terms -- under the conditional founder and management placement on the terms and conditions set out in the explanatory memorandum. Once again proxy votes received are shown on the slides at 99.9% in favor. Candice, are there any questions regarding this resolution that have been received online?

Stephen, there are no questions online.

Operator, any questions regarding this resolution by phone?

Chairman, there are no questions via the phone lines.

Thank you. As there are no questions, I'll move on to the resolution 6, which is that approval be given for the purposes of ASX Listing Rule 10.11 and for all other purposes, for the issue of 6,452 fully paid ordinary shares in the company of $4.65 per fully paid ordinary share to Mr. David Keir and the entities associated with him under the conditional founder and management placement on the terms and conditions set out in the explanatory memorandum. Candice, are there any questions online?

Stephen, there are no questions on this resolution.

Operator, any questions regarding this resolution by phone?

Chairman, there are no questions via the phone lines.

Thank you. I'll move to the last resolution, resolution 7. As this next resolution relates to the approval of issue of shares to myself, I'll ask my fellow director, Michael Medway, to take over his Chair for this resolution.

Thank you, Stephen. Resolution 7, it's to consider and if thought fit, to pass without -- with or without amendment the following resolution as an ordinary resolution: that approval be given for the purposes of ASX Listing Rule 10.11 and for all other purposes, for issue of 25,807 fully paid ordinary shares in the company at $4.65 to Stephen Bizzell or entities associated with him under the conditional founder and management placement on the terms and conditions set out in the explanatory memorandum. And this is, of course, subject to voting exclusions. And as the slide shows, it's approximately 99.9% in favor of the resolution. Candice, are there any questions regarding this resolution that have been received online?

There are no questions online.

Thank you, Candice. Operator, are there any questions regarding this resolution that have been received by phone?

There are no questions via the phone lines.

Thank you, operator. And I will now hand you back to the Chairman of Maas Group, Stephen.

Thanks, Mick. That was the last formal item of business for the meeting. So ladies and gentlemen, as there's no other business for the meeting and no further questions that I'm aware of that have been lodged, I declare this Extraordinary General Meeting of Maas Group Holdings Limited closed. For those shareholders and proxy holders that have yet to vote and are attending the meeting online. They have 5 minutes from now to submit your live votes via the online platform. For those who are logged on online, a countdown timer will appear at the top of the screen in the online platform showing how long you've got until the voting will close. The results of today's EGM will be released to the ASX and made available on the company's website as soon as possible, which should be later this afternoon. Once again, thank you for participating and for your support of Maas Group Holdings. Thank you.