Manawa Energy Limited (MNW) Earnings Call Transcript & Summary

Welcome, ladies and gentlemen, to the Scheme Meeting. It's a special meeting of the shareholders of Manawa Energy to consider the proposed scheme of arrangement. My name is Deion Campbell, and I'm the Chair of the Board. With me on stage today are the following directors. We have Sheridan Broadbent, Phillippa Harford, Joe Windmeyer in the middle there. And we also have CEO Clayton Delmarter and CFO Phil Wiltshire at the other end. There are 2 directors joining remotely today, one due to overseas travel and one due to illness. That's Joanna Breare and Michael Smith. We also have present in the room the rest of the Manawa senior management team and several other members of staff. And we all have badges on, if you want to work out who belongs to Manawa or not. Also here today are Manawa's auditor, KPMG; and Manawa's register -- registrar of shares, which is Computershare. You would have seen them out at the front when you walked in. Today's meeting is being held in person and online through Computershare's online meeting platform. I have been told that we have a quorum. And as the time is now past 11, I declare the Scheme Meeting officially open. A few procedural things to tick off before we get into it. For those of you attending the meeting virtually, if you would like to submit a question, the Q&A is open during the course of the meeting. So please feel free to submit questions throughout the meeting, and these will be addressed at the relevant time. Questions may be moderated, or if we receive multiple questions on one topic, these may be amalgamated together. Any questions not answered in time may receive an e-mail response after the meeting. Voting today will be conducted by way of a poll. If you are eligible to vote at this meeting, you are able to cast your vote online under the Vote tab or by completing the voting papers if you are in the room. You can change your vote up until the time I declare the voting closed. More information on how to vote online is contained in the virtual meeting online guide on the Computershare website. I will now open the online voting on this resolution. In early 2024, Contact Energy confidentially approached the Manawa Energy Board with an unsolicited proposal to purchase all of the shares of Manawa via a scheme of arrangement. Following an extensive and robust process to understand the proposal and assess the value of the Manawa business, including advice from external financial and legal advisers, the Board determined that the proposed scheme was attractive for and in the best interest of shareholders as a whole. Accordingly, on the 11th of September 2024, Manawa entered into the Scheme Implementation Agreement with Contact, which sets out the terms of -- for implementation of the scheme. Under the scheme, Contact is offering to acquire all of the shares in Manawa. The consideration for each Manawa share is comprised of $1.12 in cash, referred to as the cash consideration, and 0.5830 new ordinary shares in Contact referred to as the scrip consideration. That's for each share in Manawa. To ensure compliance with the overseas securities laws, if you are an ineligible overseas shareholder, as that term is defined in the scheme booklet, you will not receive the scrip consideration. Rather, the scrip consideration will be issued to UBS, which will sell those shares and pay you the net proceeds. Further details about this are set out in the scheme booklet dated 19th of May 2025 that was sent to all shareholders ahead of this meeting. Both the cash consideration and the scrip consideration have been adjusted for dividends that have been paid respectively by Manawa and Contact after the date of the scheme implementation agreement. Details of those adjustments are set out in the scheme booklet. For clarity, when I refer to the implied consideration, I mean $6.37 a share -- per share as at 30th of April 2025. This is calculated as the cash consideration plus the value of the scrip consideration based on the 5-day volume-weighted average price for Contact shares on the NZX up to and including the 30th of April 2025. It is important to note that as the value of the scrip consideration changes based on the change in the market price of Contact shares, the implied value of the consideration on implementation of the scheme or any other date may differ from the implied consideration calculated as at the 30th of April 2025. The scheme is expected to complete in July 2025, subject to shareholder approval at this meeting, High Court approval and other customary conditions. The scheme was previously subject to Commerce Commission clearance. That clearance has now been obtained, and the Commerce Commission condition has been satisfied. Manawa's Board unanimously recommend that shareholders vote in favor of the scheme. The implied consideration represents a significant premium to the pre-announcement price of Manawa shares. The implied consideration is above the independent adviser's valuation range, which values the Manawa shares in the range of $5.35 to $6.17 per share. The scrip consideration provides shareholders with exposure to benefits associated with an investment in the merged group comprising Contact and Manawa. Manawa's 2 largest shareholders, which hold an aggregate 77.9% of the Manawa shares, have agreed to support the scheme, which demonstrates to the Board that the holders of a significant majority of the Manawa shares are in favor of the scheme. The scheme will assist to accelerate the realization of value for Manawa's development pipeline. Manawa's share price will likely fall if the scheme is not implemented. No superior proposal has emerged since the scheme was announced, and your directors do not believe that a superior proposal is likely to emerge. No brokerage cost will be charged on the transfer of your Manawa shares to Contact if the scheme proceeds. And directors who hold or control shares in Manawa intend to vote all of those shares in favor of the scheme. Shortly, shareholders will be asked to vote on the scheme, if they haven't already, by way of the scheme resolution. The scheme resolution will be put to shareholders as a single resolution for the purposes of confirming the approvals of each interest class and a simple majority of the votes of all shareholders. Voting will be by way of poll, and Computershare will confirm whether or not each of the relevant voting thresholds has been met in respect of the scheme resolution. KPMG, Manawa's auditors, will act as scrutineer in respect of the vote and will provide a report to the Board on the outcome of the vote. The scheme booklet provides information in relation to the scheme resolution, the scheme itself, how the scheme will be implemented and the reasons for proposing the scheme, along with details about the actions you can take in respect of the scheme. Voting thresholds under the Companies Act for approval of the scheme are: 75% or more of the votes of shareholders in each interest class who are entitled to vote and who actually vote must be voted in favor of the scheme resolution; and more than 50% of the total number of Manawa shares on issue must be voted in favor of the scheme resolution. Both of the voting thresholds set out above must be met for the scheme resolution to be approved. Manawa has only one class of shares, all of which are fully paid up ordinary shares with identical voting rights. All shareholders will vote in the same interest class. I will now put the scheme resolution to shareholders, being the resolution that the scheme, the terms of which are described in the scheme booklet, be and is hereby approved. Are there any questions in respect of the scheme or the scheme resolution?

[indiscernible] PIN number stay the same when we -- if we change our shares over?

This is for access to your share register or...

Does our number stay the same?

When you say PIN number, is it a personal identification number used...

Our PIN number that we get to say who we are when we come here, the 7917 something or rather. We've all got a number, people, don't we?

Yes, we do.

Do we still maintain that same number?

I will defer no. So I'm getting a shake of heads from Computershare. No, you will not.

Get a new number.

A new number, yes, which will be applicable to Contact shares. Yes.

Okay. There's another question, but I can't remember right now.

While you're thinking of your questions, I'll move on. If you have a question, please clearly state your name and whether you're a shareholder or a proxyholder. I'll just give a few more minutes for -- or seconds for any questions.

Is there going to be a final dividend?

Can I just ask you to state your name?

[ Peter Ford ].

The question was, is there going to be a final dividend? The answer is no. We did our annual results maybe a week ago. And the Board resolved not to declare a final dividend and on the basis that, that would change the scheme consideration. And you have to -- and yes, it would affect taxation for people differently. Yes. Well, I'm happy to take questions until I say I can't. But on the assumption that there are no more in person, are there any online? There's one more in person.

What happens to the phone part of the business?

Sorry, the phone?

Your IT phone, everything that Trustpower did and then came across.

Yes. So you might...

The power part of the business.

Yes, yes. Well, you might recall that about 3 and a bit years ago, we sold the retail side of the business to Mercury. And all of those -- that part of the business now belongs to Mercury. And so Manawa was positioned now as we own 25 hydropower schemes only and sell electricity. So that one's been and gone, yes.

What will happen to our shares if we don't want to go Contact way?

So if the scheme resolution is passed today, then all shares of Manawa will be sold to Contact.

So we'll have no choice?

That's -- well, that's correct. If...

How come we can't have a choice to say, well, I want to stay with Manawa?

Well -- yes. bigger part in everyone.

I beg your pardon, everyone.

Yes. So if the scheme resolution is passed, then Manawa will cease to trade on the stock exchange. So there won't be shares of Manawa available to the public.

So you're telling us then that we -- in the sense of it's unanimous, we are going to be part of Contact. We're going to have shares with Contact.

You'll own shares -- you'll get some cash and some shares in Contact. And then you can, of course, do what you like with those shares in Contact once they're yours.

Okay. Does everyone understand that?

My name is [ Richard Burgess ]. I'm a shareholder for many years. Only thing is -- I'm concerned is it's a foregone. If 77% of the people have voted, they're going to sell. Two major shareholders have sold, is out. There's no doubt about it, right? So we've just done nothing at the moment. We're only holding less than 20 -- just over 20% shares in this company. And when 77-odd-percent shareholders have said, we want to go with it, we're nothing, right? So it's a foregone conclusion today. They're just going through the process, but it's been sold already on top of you. You've got no voting power. It's gone. Just remember that there's 2 major shareholders. He told you the 2 major shareholders have voted, and that's 77% of the shares. They're holding that -- yes. One of them has gone to -- when the major shareholders has already bought into one, which was the old Vodafone, they want to go that way in line. They don't want to have in generation. I work for these guys for most of my life, from [ Tauranga ] electrical power board to Trustpower, Mercury, right through. And if you can't see that, we're pretty blind. So it's foregone. It's going to go ahead. 77% of the shares have already been and only need...

75, yes, so...

So it's only going to get 3%. All shareholders.

If those shareholders, those large shareholders, do vote in accordance with the intentions, then yes, the resolution is passed.

Yes. And they're holding 77%. So it's a foregone conclusion because it's over 75%. Just remember that. It's just -- we're just here for a cup of tea and that's it. It's all over.

Maybe to be pleased about the realization of value for shareholders that this -- correct, which we believe the Board has achieved.

I think so. I agree with it [indiscernible].

Yes. And way higher than it was 1.5 years ago before the scheme was announced.

[indiscernible].

Since then, the business has changed a lot. Tilt Renewables was demerged out of it, and then the retail business has been sold. So it's a subsequently different business. And the independent valuation work that has been done as part of this process, as I described, had put a maximum value of $6.17 on the value of Manawa's shares. So we are achieving more than that through this scheme.

[ Eric Kennedy ], shareholder. I actually put my shares on the market yesterday because that's the best deal you're going to get. Take the high share price at the moment because what they're offering here is less to the share price at the moment. There's a few grand involved in this. So get out of this company as quick as you can and sell your shares and make the profit. I come into this company many years ago, Trustpower, like all of you guys, Trustpower. Trustpower, brilliant on the Board. They were so good. Now we've got to this stage. I actually brought a whole lot more in at $7 or $8, 3 years ago, thinking we had a good Board that was going to serve us really well. And ever since then, one good dividend I've had and then straight down the gurgler. I'm here for the free cake today.

Well, sir, if you're not a shareholder, I'm not sure why you're here actually. If you've sold out, I'm not sure you're allowed to be here.

It's on the market. Doesn't it make sense?

Well, it depends if you want to be completely out of the electricity industry or not and don't know that you want to be on the journey of the Contact, then you're entitled to sell your shares whenever you like.

[ Peter Ford ], shareholder. July is the settlement. When would the shareholders actually see the cash and the Contact shares?

I believe the cash will come on the settlement date, and the shares will be in your name from then.

Okay. So settlement date is...

At this stage, we believe it's going to be July 11, but some of it's procedural court, et cetera, that we're not really in control of. But that's...

[ Derrick Reed ], shareholder. The Contact shares we may receive, are they existing Contact shares? Or will the new ones be created to give to us?

They'll be issuing new shares to settle the scheme, yes.

Can you determine the -- like you said we were going to receive cash and the shares. Can you determine the rationality of the value, if you know where I'm coming from? Like say if you get the shares, like let's say you've got 2,000 shares, do you still maintain those 2,000 shares with the cash?

No. So you get $1.12 per share, and you get just over half a share in Contact for each share that you have as well. So if you have 2,000 shares, you'll get 1,100 or so Contact shares.

Okay. Is it all clear, folks?

I think we have an online question.

So the online question is, if the scheme proceeds, will current Manawa shareholders be eligible for any Contact dividend they might declare when the annual results are announced in August given new Contact shares are issued in July?

They will be. Yes, they'll be fully fledged shareholders in Contact from notionally the 11th of July. Remember also, if Contact were to declare a dividend before the scheme settles, then the price is adjusted to make you whole for that, adjusted in your favor. So there's no losing out based on time.

When I first joined Trustpower, my shares increased. Will our shares in Contact increase in any way over time like Trustpower did at the beginning?

I think I'm not here to offer insights into the future. That's a matter for your financial adviser. Sorry.

I'm just sort of curious because when I had received some extra shares the Trustpower at the time, early days, it was all good. So I was just wondering it's going to be the same.

I think -- remember, your directors who own OR control shares are voting for the scheme as well. They're probably not the sort of people who like to give their money away either, right? So they're on this journey with all the shareholders. So they -- everyone is hoping for a good outcome in that respect.

I'm just sort of wondering what companies [ they ] have grant schemes. Do you have any sort of grant schemes or anything that you can offer shareholders to apply for? You know what I'm trying to say?

You mean for funding of projects, community projects?

Yes, yes, yes.

I'm not involved with Contact. So I don't actually have any insight into what they do, but I will assume they're quite active in the communities in which they have assets and...

Sort of apply for grants or things of that...

Yes. I suspect some of the Manawa opportunities that currently exist will continue also after this transaction. So...

But she was just saying that once we're seeing our shares over, there's going to be no more Manawa power. How can that be?

Well, the powerhouses are still there, and the obligations we've made under resource consents or other initiatives in the community still persist. This is just Manawa's shares will no longer be listed on the stock exchange. Manawa itself as a company...

Will still be there.

Will still be there, just not available for shareholders.

No. Well, that's what I was saying before. Where will Manawa be when we...

Contact will own every share in Manawa.

Oh, I see what you mean. So in a sense, we're still going to be a shareholder in Manawa, but we'll be under Contact.

Correct.

Is that what you're saying?

Yes.

Manawa is not going anywhere.

I think we have another online question.

The question is, we own Manawa shares and Contact shares. Are you really saying that Computershare is proposing to issue new CSN numbers in addition to our existing holdings and existing CSN in respect of current Contact holdings?

[indiscernible] stay on the same CSN number.

Okay. So I'm being advised that if you've got a holder identification number, which is your 4-digit one, then you'll get something new. If you're on a CSN, is how your shares are reconciled, they should stay under your CSN, same one. Look, just I'll -- keep thinking of questions. We've got a bit more time. But assuming there are no more, we'll now move to the vote. If a shareholder does not have a voting paper, please raise your hand, and a Computershare staff will bring you one. And I now therefore declare the in-person voting open in addition to the online voting. [Voting]

There's a few people without paper -- a question? $1.12. So the question is, do shareholders pay tax on $1.12 part of the consideration, the cash component? I think it depends on your circumstance. But I would believe that an average shareholder won't pay tax on that amount. It depends how you hold it, on revenue or on capital account, yes. So are you collecting your papers and thoughts? I think there's one lady at the front without papers. To vote on the scheme resolution, please mark your voting paper with for or against. If you wish to abstain from voting on the scheme resolution, please mark your paper abstain. So on the screen, you'll now see the results of the proxy votes received. Any directors who have been appointed as proxies intend to vote undirected proxies in favor of the scheme resolution. I will close the voting online very shortly. And I think, Computershare, please could you start collecting the voting papers from shareholders in the room? The results of these votes will be released to the NZX as soon as possible after we receive the KPMG report, which we hope will be later today. So -- yes?

My name is [ Richard Burgess ]. I'm a shareholder, and I'm concerned of what happens to staff. I've been on the redundancy with these companies many times before. What is going to happen to the staff?

The matter for what's happening with staff is one for Contact, of course. This Board won't be involved in that. But they've got assets to run, and they've got people who run those assets. So I suspect those assets will still need people to run them, but we have no insight into that really.

[indiscernible].

That's plenty terrible. So last call for votes. Just grab the mic.

The Trustpower plant that's on the Wairoa River there, can you tell us what's happening with that? Is it -- how is that going to unravel with the electricity?

The Ruahihi Power Station you're referring to? Yes.

The Wairoa River just out of town.

Yes. So that will be owned by Contact effectively and will continue doing what it does.

So that still stays in the community sort of thing, that's what I'm sort of...

Yes, absolutely. Yes.

They're hedging along. Because I'm one of the protesters for the rivers, that kind of thing, and [indiscernible] fish swim up that big building.

Okay. Last call for votes, everyone. [Voting]

And thank you. On that basis, I'll declare the voting now closed. As I outlined earlier, implementation of the scheme remains subject to shareholder approval today, High Court approval and other conditions precedent. As you can see from the time line on the screen, it is currently expected that the implementation date will be the 11th of July 2025. So ladies and gentlemen, that brings us to the end of formal business for the scheme meeting. Well, I think we've got one more online question, so not quite the end of business.

The question is, why has the Board not worked the current employee situation into the negotiations? And second question, how are the Board being compensated?

Well, I'll start with the second point. The Board are being compensated by losing their jobs on the 11th of July, and that's it. From the implementation date, all staff that are currently with Manawa will be employees of Contact. That's all we could do as a Board. And so it's up to Contact what they do with any of their staff from the implementation date. They are a large employer of many, many people across New Zealand, and all of our employees have individual employment contracts, which offer them protections in the event of things like redundancy. So none of the staff will be treated unfairly or differently than they would have done if things were to change for them at Manawa. Other than that, we have no insight. All right. I'll move forward. Ladies and gentlemen, that brings us to the end of the formal business for the scheme meeting. Just before we close off, though, as this is most likely to be the last meeting of shareholders for Manawa Energy, I would like to take this opportunity to acknowledge a few people. Firstly, my fellow directors. As I just alluded to, the scheme is bittersweet. As on implementation date, our roles with Manawa end. Since we were first approached by Contact, you were all aware of this. You'll focus on delivering a great outcome for shareholders whilst maintaining business performance, safety outcomes and capital expenditure progress has not wavered. So on behalf of shareholders, I thank you for your work. To Clayton and his management team. The last year or so has created significant uncertainty and additional workload for you all. You have presented an attractive high-performing business to Contact, demonstrating leadership and technical skills that are at the top of the market. This year has also been one of the more challenging trading years seen in the 24 years almost to the day since I originally commenced employment with what was Trustpower. I'm proud of how you have led the team through the uncertainty and navigated the market conditions whilst executing the steps to complete this scheme. Well done. The wider Manawa team. I understand that change is often difficult and stressful. And you have certainly seen a lot of change over the years. You are all the secret sauce that Manawa has enjoyed in order to efficiently manage a complex collection of assets, maintain quality stakeholder relations, assemble a quality pipeline of generation options and ultimately create shareholder value. Thank you for your dedication. I look forward to seeing you continue your great work with new logos on your jackets. And finally, to our shareholders. In some respects, this is the end of a 30-plus-year story. And Manawa or previously Trustpower has appreciated your support over those years. Well, thank you for that commitment and the confidence you have shown in the business and the people working in it. And with that said, I now declare the meeting closed. Thank you.