Metro Performance Glass Limited (MPG.NZ) Earnings Call Transcript & Summary

Greetings and a very warm welcome. Thank you all for joining. And if I'm looking in the camera, all of you online, thank you as well. Before we start, I'll just go through a couple of key things. Firstly, the fire exits. So if you hear a fire alarm, either go to the fire exits, which is through this door, and you can see straight across a sign saying toilets. That's where the toilets are as well. That's also where the fire exits are, head that way. And if you have any issues at all, please ask one of the MUFG staff to help out. And I think all of them have got quite clearly marked as to who they are. And they'll also be standing around looking authoritatively and don't ask me because I'll be running around like a chirp with his head cut off. So for those joining us online via the MUFG Corporate Market Services, you can read all the documents associated with the meeting online. And the -- the proxies are there, and you can also ask questions. If you have any issues, there is a help page on online website, and/or you can call the help line, which is 0-800-200-220. So everyone will have an opportunity -- ample opportunity to ask questions. We'll hold that until the end of the Chair address. And I think we will have some media here, who -- all of you are also more than welcome to ask questions. If we could just note that we'll prioritize shareholder questions first and then media questions, but we're here to answer questions. So that's encouraged, any questions at all. So the business of the meeting will be to vote on 3 resolutions. And I'll just start off with saying, so we have our Annual Shareholders' Meeting in just about a month's time. So what we've tried -- what we're trying to do today is to focus very much on what we think of as the recapitalization of Metro as opposed to the normal Annual Shareholders' Meeting. So we'll have that -- we'll have another chance to talk again in 4 months -- sorry, in a month's time, and that's when we'll go through a more normal business of ASM. So a quorum has been achieved, and I declare the meeting open. See if I can mess this up. Yes, already, going backwards. So the agenda will be some quick introductions. I will talk for, hopefully, no more than 10 or 15 minutes. I'll try not to bore you with my American drone for too long. And as I say, what we'd like to do is open up the whole -- most of the -- as much of the meeting as we can for questions from the floor and as well as online. You guys don't get much chance to actually talk with us and so we thought rather than sit here and talk at you, we'll let you actually engage with us and ask us all the questions you've got. And then we have 3 fairly meaty resolutions, all to do with the recapitalization, and they're all interlinked. And we'll close with that. And then we have a bit -- a light refreshment for the end of the meeting -- after the meeting out there somewhere, and somebody from MUFG will help you. Just by way of introduction, if I can just quickly introduce everyone here, what I think of as our team. And forgive me, you'll probably end up getting sports analogies throughout this. I'll try to keep it to a minimum, but I think in terms of team. So to my right is Pramod Khatri. He's Independent Director. Julia Mayne, also an Independent Director. Sorry, I should have introduced myself. I'm Shawn, the Chair. Simon Bennett, who is Executive Director. But since June last year, when he became Executive Director, he's effectively been the Managing Director of the business, and we'll be formalizing that fairly shortly, just FYI. And Sarah Hipkiss, who's our CFO; [Rupeka Patel], who's in our finance team; and Nick Hardy-Jones, who is our New Zealand Country Manager, also here. There may be some of the team from Australia who hopefully have been able to join us if they've had the chance to. And if so, I'm not sure where they are. But as I say, at the ASM, we'll do a more formal -- a little bit more intro of everyone and give everyone a chance to actually have a speak and to have some questions. Also part of the team is Andrew Parsonage from Jarden, just on the -- your right. Toby Sharpe and [Sarah Brian] from Bell Gully, just there. And they have been very much part of the team, getting all of this pulled together. I think you can all appreciate if you've read enough of the notice of meeting that this has not been a simple transaction. And we've had a fantastic level of input from our advisers. Have I missed anyone? Excellent. So as I say, I'll try and quickly go through the Chair's address and try not to take too much time on it. We've written it all down, and I'll assume that you've read at least most of the documentation. And so what I'd like to do is actually ditch a script. I'm not going to hold to a firm script. I'm just going to walk you through about 10 slides that hopefully cover the -- what we've been doing in this area, basically for the last 18 months. So I'll give you a personal perspective. I started watching -- looking at -- loosely watching Metro in about mid-2022. And if you look at that graph, you can see, mid-2022, the business had roughly the same amount of debt as it had value. For me, that's probably a rule of thumb that says when you get to that 1:1 ratio, you need to reduce debt. So it's been -- and I think the company, in previous Board, publicly said, "We need to reduce debt," probably not too long after that. So it's been a good long 3 years where the company has actually been overgeared. And at the same time, during that period, the business performance and before the business performance has also been poor, partly, a lot of it has been externally driven, been a lot of industry change, but it's not all been external. So there have been a lot of things that have been -- that could be done. So those are the 2 key points as to where we got -- where we came to -- in about early March -- in about early 2023, we decided that it was -- we better actually get on and try and do something with the balance sheet. So what we've done 15 months ago, so I took -- I became Chair, March of 2024. And at the same time, we reduced the Board by 2, and we asked Julia to stay because she's been a fantastic Board member. But we restructured the Board. So it's mostly new directors from late '23 onwards. In June '24, we, as I said, appointed Simon as the Executive Director to run the business. And 2 key things, as I say, number one, reduce debt; number two, turn the New Zealand business around. We also took a bit of a different style of things, try to get down to what really matters, actually focus on the real questions, which are usually the hard questions, make the hard decisions and actually start to act with a lot of urgency, quickly, quickly. I have a personal view that public companies move too slowly, have too much process, don't ask the hard questions and end up in a lot of strife as a result. And I don't think Metro is any different. We've also, subsequent to that, had some reasonable significant management changes through the organization. So we started at the top. So let's get the right team on board at the top, and that started to flow. If I just quickly go through the New Zealand business, again, it's one thing to raise capital and actually recap the balance sheet, but you've actually got to improve the performance of the business at the same time. Both are essential. You can't have the successful Metro without either one of those. And I have to really take my hat off to the team that since June '24 when we made those changes, been significant improvements. DIFOT delivered in full on time, running in the 60% in the Auckland facility. Now I don't know if you've been around automated plants, but anything running at less than 90% in an automated situation is just a mess, becomes a mess very quickly. And that's what we had. But you can see the team is really focused and actually gotten the DIFOT up and has gotten the DGU per hour is, double-glazed units per hour and got the production up per hour. And it's -- look, it's really not rocket science. It's actually getting your people to have the right mindset, doing the right things, not doing the wrong things, not spending so much time on process, actually focusing on the customer. And the customer is probably the most important thing -- second most important thing after the people. And that's simple, too. It's just good product on time, in spec. And -- but the business wasn't delivering either of those things. So quite pleased. These things take time. My experience with turnarounds is that they can take years and years. I'm really very proud of our team and how fast it's actually started to flow through. So call it the capital strategy. So you'll note we're raising equity. You'll note that we halted the sale of the Australian Glass Group, AGG, and that was fairly early on when the new Board took over and that we're raising equity capital. In my experience, and I've been through too many undercapitalized companies in my private equity days, which is that the default should always be to raise equity capital if you have too much debt. We've looked at just about every possibility to try and reduce the syndicate -- the bank syndicate debt, including other debt from other parties, longer-term debt, but that's still debt and doesn't actually fix the problem. And so an equity raise -- from when I first started following the company, an equity raise seemed like the obvious answer to it. Why we didn't sell AGG? Just quickly is -- there are a few reasons. Number one is that it's a strategic risk. Anytime you look at selling a business unit, you take on a big strategic risk. Secondly, the New Zealand business would have been left with something like about $25 million worth of debt, and that would have been stranded on the New Zealand business. The New Zealand business cannot support $25 million worth of debt. Intangibly, we also have a fantastic management team in Australia, and we've leaned really heavily on the AGG team to help us turn the New Zealand business around. Because essentially, it's different flavor, different things in terms of what needed to happen, but the AGG team had turned their business around in much the same way. And so we have a pool of fantastic management resource that -- had we sold that business, we would have lost. The last thing is that -- and you'll hear me talk about executability. So my background is private equity and investment banking. Please don't hold either one of them against me. We actually [offer it] differently, nice and in partnership. But the whole aspect of this AGG sale was the fact that it looked, from the outside, like it was a deal that was done and could be done, but I don't think it would have actually ever been executed. I don't think it would have ever been executable. The acquirer hadn't achieved full finance. So they still had about 25% of their debt and equity finance to find at the time that we halted the transaction. So 4 reasons why that wasn't a good idea. And the last one, which is that Australia has an inherent growth opportunity in the fact that the market itself is being driven by regulatory changes, which is growing. So we would have lost so much had we sold that business. What does sustainable recap mean because that's basically what we've been working on for the last 18 months. I still can't believe it's that long. Obviously, we've refinanced the balance sheet. But it's a soft thing that goes through a business that when a business is in trouble, it weighs heavily on the minds of customers, staff and suppliers. And so like I said, it's an intangible aspect, but we very much get a chance to give some confidence to everyone around the business, all the stakeholders. And the last thing is that we can now -- once this is -- assuming this is done and finished, we'll be able to actually invest in a bit of growth. We'll actually be able to loosen up a little bit and look for areas where we can invest for growth. And I don't mean sales growth necessarily. What I mean is invest for profit growth because let's face it, that's all that matters. Now I'm already -- I'm already blasted through my time and probably already 5, 10 minutes now. So since late '23, since I joined the Board, I was in capital-raise mode. We've been in capital-raise mode basically since then. We have tried every possible avenue to raise capital -- equity capital for the business that's valid. We have shook every tree. If it looked like a tree, we shook it. And so when we say long list of investors, literally a long list of investors. And we went out and actually approached. We actually pursued things. We didn't sit back, wait for things to come to us. We actually have aggressively tried to pursue raising equity capital. Amari was one of the parties that we approached in early about -- I think, late last year. And took that amount of time. But in the end, that's where we got to. We had a full start with Cowes Bay. I'll let you ask questions about it, I won't go through that in detail. We got close to term sheets with 2 other -- in 2 other parties, 2 other investment rounds, not public. We didn't bring them public because they didn't sign term sheet. You'll note that we don't do nonbinding indicative offers. What we actually announced when we did the deal with Amari was committed term sheets, binding -- conditional but binding agreements. So we've had a number of what I would think of as nonbinding indicative offers, but we didn't -- we didn't proceed with any of them because they didn't actually -- they didn't meet the needs. So this is a complex transaction. I've worked on -- I don't know, 70, 100 transactions in my private equity. I started life as an equities analyst at a share broking firm, spent a bit of time on the institutional trading desk, spent a few years as an investment banker, don't hold it against me. This is a beast of a deal to try and put together because what we wanted to do, number one, is we needed to get at least, I think, $25 million off the balance sheet of debt, $25 million to $30 million of debt. Now to get $25 million to $30 million of debt off the balance sheet, we needed to have a large equity partner come in, and that's where Amari came in. So when we approached Amari in early -- late '24, it was as part of our capital raise. Would they like to participate as a cornerstone shareholder in our capital raise? We also needed to achieve new investors. So we have a $4.5 million commitment, which is from Simon and from Pramod, who are showing commitment in the business, which I hardly welcome. But we also had to attract about 10 new investors into the business. And you can probably appreciate that professional investors have had ample opportunity to invest in Metro and have chosen not to over and over and over again. And so it had to be a pretty compelling reason this time why they would say, "Okay, yes, actually, I'll invest in Metro and become a new investor in Metro." So not an easy thing to achieve in the companies like Metro's situation. And those -- that minimum of $15 million raised was a requirement for us to be able to negotiate accommodation from our banking syndicate for a $10 million debt forgiveness. All those were required for us to get $25 million worth of debt off the balance sheet, and that's what they were all driven towards. They're all required. They're inseparable. So one can't happen without the other. We can't say, well, if we don't like this piece, let's do that piece. It's -- we had to put all of them together. So as I say, very complex in some ways, a lot of moving parts, but it achieves what we think is a proper recap of the company, which if you look at that chart, you can see if you want to use some broad metrics that net debt-to-EBITDA right now is double digits, and we were always targeting getting it down to about 1 to 1.5 over a sustained period for time. And you can see that based on the forecast that we have, we should be well achieving the 1 to 1.5x EBITDA within a couple of years. Trying to focus a bit on the negatives. So wearing shareholders' hat and say, "What wouldn't I like about this?" There's dilution. Anytime you have a capital raise with external party coming in, like Amari, there was always going to be the prospect of dilution. So what we've tried to do is minimize that by having a generous oversubscription facility. Well, firstly, by having a rights offer, but also then by having a generous oversubscription facility so that if you're a smaller shareholder and you want to have a chance at maintaining your position or even increasing it, you can do so through the oversubscription facility. So we try to mitigate that. There's been a reasonable amount of press about the independent value or the value per share at $0.03 less than the $0.05 to $0.09. I'd just note that the $0.05 to $0.09 is post the capital raise. So it includes the debt being reduced by $25 million. And so it's kind of -- that's probably -- that's the only appropriate way that Grant Samuel could look at it. But it's a price that you could expect to see, theoretically, post the capital raise. So yes, $0.03 is lower than those. But the flip side is that theoretically, there's $0.05 to $0.09 worth of value post the capital -- once we complete the capital raise. So there should be a value uplift. So the transaction doesn't involve Amari taking a 51% stake. That's purely a function of -- this was a capital raise, and we needed a minimum of $10 million to $15 million. And so it could have easily ended up being 60% or 70% if we were less successful in achieving some of the outside new investment. And so that, as I say, is a function of the cap raise itself. We've spent a bit of time, enough time with the Amari people to know that their objectives are aligned with all shareholders. They're a long-term investor. They're not driven by short-termism, which is music to my ears, and I think all shareholders should be happy with that. Again, I'm focusing on the negatives. It's been raised. What if they as a controlling shareholder, try to oppress minority shareholders or take value for themselves? A, that's not the kind of people they are, and I trust that judgment; and b, it's illegal. And we have governance -- we have good governance practice. We'll establish very good protocols, very good Chinese walls. And again, as I say, it's against rules to advantage one shareholder over another. So that won't be happening. There's also no control premium. Again, as I said, Amari was introduced as part of a capital raise. It wasn't a conversation, "Do you want to take control?" It wasn't from them, "Hey, we want to take control." It was -- they were investing as part of the capital raise. And the shareholding level was almost a function of math as opposed to desire or motivation. Plus, I won't get theoretical, but control premiums just because a company has control of another company doesn't mean that money flows to them automatically. There's no magic wand that of having control. You actually have to create the value. And that's the same situation here. And any value that gets created between -- for Metro is going to benefit everyone, not just Amari. So we looked at whether a control premium, a, it wasn't [valid], wasn't part of the whole transaction that we put together; and b, again, I'm answering more questions from outside, but it's not an applicable concept in our view. Again, we've looked through all sorts -- as many alternative options as we can. Like I say, if it looked like a tree, we shook it. Crescent Capital, Viridian. So Viridian is an intense, aggressive competitor of ours in the marketplace. I'm sure you're aware. Crescent is Viridian's owner. Crescent is an Australian PE fund. When I joined the Board in November of '23, I think it was within 3 months I found a file in diligent, which said "Viridian-Metro merger proposal from Crescent," [and I] went and read it and thought, well, okay, conversations have been had with previous Board and Crescent about actually Metro acquiring Viridian, was what it was at that time. So in February -- in February of '24, sort of after joining the Board, I reopened it and thought, okay, and I got in touch with Crescent. I actually got in touch with them. We've continued talking about this as a possibility since then. So we're now talking 18 months probably. So it's been an ongoing dialogue about the possibility. It's been well -- if you read what is out in public, it looks like a hostile takeover fight. It probably looks like a board trying to defend its jobs and trying to defend itself. That absolutely isn't the case. If we had an actionable proposal from Crescent, we would have brought it to you as shareholders. If we get an actionable proposal from shareholders -- sorry, from Crescent, we will bring it to you as shareholders. But the issues with the Crescent transaction, well, a pile of probabilities that just didn't stack up. It wasn't an offer -- it wasn't a takeover offer. It was a highly conditional proposal. Commerce Commission approval. Finance, they have the finance for the equity purchase, but they don't have committed bank financing, so they would need to get bank financing. And we'd have to do a deal with them that works for you as shareholders. When you pile those 3 things up, one can only conclude it's just highly unlikely. Now that does not mean, however, that we've closed the door on Crescent in any way, shape or form. We haven't. We've never closed the door on them. It might look like in public, but we've always maintained an ongoing dialogue with them because we're here to dram up valid options to recap this business or valid options for shareholders. And if a takeover is a valid option, we will work it up, and we will bring it to shareholders. It's just never got to that days. As I said, it seems unlikely to, but it's -- anything is possible. And if it does, if something happens, if any transaction that looks likely, we'll bring it to you as shareholders, and we'll ask you what you think. So if this fails, I was reading the TINA -- is it the TINA acronym, there is no alternative. That's a very harsh way of putting it because there's always an alternative. And in this situation, there is also -- there is an alternative, but it's kind of ugly. As I say, we've been working hard trying to raise capital for a long time. We've had the support -- patient support of our banking syndicate. They've been fantastic, absolutely fantastic. Commercial, don't get me wrong, banks are always commercial, but they've been fantastic and very supportive and given us what we need to actually do the job and help them as well as shareholders. But we would have to get them to extend again, uncertain, never know for sure. But the biggest problem is that the problem doesn't go away. The actual fact that the company is undercapitalized doesn't go away if this doesn't go through. And the only possible thing then would be, as I said, a Crescent-type transaction and that's highly, highly, I think, unlikely and uncertain. And if the problem doesn't go away, things get even tougher. If we had to go revisit a capital raise again in another 3 to 6 months, it will be just that much harder, and the terms will be way worse than they are now. So it's a bit of a TINA, but it's more that things would just get quite -- very difficult, quite ugly and definitely not in shareholders' interest. Grant Samuel -- so we appointed Grant Samuel as the independent appraiser. And they came to same conclusions that we do, which is there's a material uncertainty that the business can continue, that the recapitalization is a good thing for the business and a good thing, obviously, for the balance sheet, but also the ability to operate. There are some cost to it, dilution, the fact that if you consider it across -- I don't, but if you consider it across, then that Amari will be a 51% controlling shareholder. But overall, the positives massively outweigh the negatives in our view. And as I say, Simon Bennett and Pramod Khatri are voting with their wallets, and that's a strong level of commitment. I think it's fair to say that Julia and I also highly recommend that everyone voted in favor of this recapitalization. On a personal note, I've been -- I've spent quite a bit of time in financially distressed situations in my private equity days, usually by me making a dumb investment decision. And done a lot of capital raises and a lot of recaps and companies. And I think we're really lucky actually that Amari said, "Yes, we'll be the cornerstone investor in this" and that we're really lucky that Simon Bennett turned up on the Board and said, "Yes, I'll actually get stuck in and help actually run the business and actually see if we can fix it." And I actually think we're -- subject to this being approved and the successful cap raise, I think we're going to be in a fantastic position. I'm actually pleasantly surprised with how this has panned out. I think that's probably enough for me. Have I missed anything? So I'll open it to questions. I think we'll do online questions, start off with or should we...

Yes, I'm going to mix them up, I think.

All right. So thanks for listening to my drone. I'm going to give Simon the mic and ask the questions. And I'll take some, but we'll -- Simon may take some, and we're going to them around.

I just -- can I just have a show of hands those who sort of have questions. 1, 2, 3. Cool. Cool. Okay. I'm just going to mix them up a bit because some people have been a bit greedy online and don't want to answer all the questions upfront. Really easy ones too. So first one, why are you being so cagey about -- this is from Stephen Mayne. He's asked a few. Why are you being so cagey about who owns Amari, seeing as they're about to control our business? Who are the main people at Amari that we are dealing with? And who are they likely to appoint to the Board? Is Amari and its Atlas Steel business still at all connected to ASX-listed Bisalloy Steel or Quadrant Private Equity? If you're asking us as a minority shareholder to put their trust in Amari as controlling shareholder, why haven't you put a single name of a human to the Amari or Atlas corporate brands? Look, I mean, I think we have Stephen Robertson is going to be the Director. Where did we put that, Shawn?

Absolutely valid point. I didn't realize that we didn't have Stephen Robertson's name throughout. So that's -- we could have used this name more often, and we -- it was only in the original announcement, Simon.

Right. Okay. Yes. Yes. So there we are. So Stephen Robertson will join the Board. And look, we've had, as Shawn has said, a lot to do with them. We think they are -- they obviously run businesses and some of our shareholders [indiscernible] -- are known to them. And so we think they are a good shareholder. No, they're not attached to Quadrant Private Equity nor any other listed entities as far as I'm aware.

Just on that -- yes. So it's a private company. And we have to respect their privacy. And it's a B2B company as well. So it's a private company that doesn't have any consumer-facing businesses. Amari is, as I say, it's -- but it's an Australian company, private, they deal B2B. We're not trying to hide anything. It's -- they're private. And look, I think we have to respect their wishes there.

Thanks, Shawn. Next one, Grant Hausman. how will new capital be allocated? And what would be the net debt-to-equity ratio after the new capital is allocated to pay off debt? What will be the annual interest payment amount in NZD once the capital raise is allocated to pay off debt? It depends a bit on what moment in time you're talking about like the minute afterwards or the full year. And also, we've got not a fixed amount of participation. So this -- we gave a range in the documents. We think the debt to equity becomes sort of 50% or there or thereabouts. We think the interest costs on an annualized basis, if we -- I mean, you can kind of do the math. If we have $30 million of debt, it's going to cost us maybe 6% [indiscernible] current rates with margin. So yes, so it goes a couple of million bucks down from like $6 million, say. This is also quite a fun question, [whoever raised] to answer this. The documents for today's meeting repeatedly say that Sydney-based private equity firm, Crescent Capital, owns our competitor, Viridian, and have been pitching alternative proposals to buy us that the Board believes may have run into competition concerns of pursuit. Why didn't you explain that it was Crescent, which originally floated our business for more than $250 million in 2014? What is the history of how Crescent went from owning us to owning our biggest competitor and then buying us back, right? So ripped the plaster off. Look, Shawn plays a nicer than I do. He said that we were happy to look at Crescent proposal, and that's true, 100%. But yes, it didn't sit that well with some of us that we -- when I was doing my DD on the business before coming on the Board, look, I couldn't understand how you could have a guy that was the CEO, then CEO for somebody else and how did he line bed straight at night? I don't know, but that's for them. Where was the question? Well, why didn't we explain it? Look, we did have mention the history, but these are matters of public record. So we really felt it was our role -- sorry, Shawn, I'm probably overstepping, but our role was to be unemotional and understand if there was a transaction there, and we needed to look at it in the cold light of day, and that's what we did. And I think that's answered.

I think if you dwell on the past in Metro, and I know you all feel this. So I'm telling you something you know well, but you'd get lost in the weeds. And so we thought it was kind of semi-irrelevant that Crescent were the -- had floated at the price they did. And look, if they had a valid offer, we kind of didn't care who they were. We still put it in front of shareholders, engage with them and put it front of shareholders.

When we were canvassing the so-called Cowes Bay Group family-office proposal, why didn't we explain that we were dealing with Australian rich lister Kim McKendrick, who sold his enormous Godfrey Hirst carpets business, the owner of Feltex Carpets in New Zealand for $600 million in 2017. The AFR valued his wealth at $794 million earlier this year. So why weren't we even able to get $10 million out of them rather than pursue this proposal with the mysterious Amari out? Why did Kim McKendrick walk away? And this is from Stephen Mayne. I'm going to pass that on.

So -- okay. So the answer about why Kim McKendrick didn't come in is because, again, that's a private company. And we were respecting the privacy of Cowes Bay Group. And it is a family office. So it is its own organization. But we didn't because it's a private company. Why that deal didn't happen was because it was more of a misfit for what Cowes Bay wanted, I think, is probably the best way to put it. We negotiated with them for a long period of time to get a term sheet done. And during that time, a market downturn hit and so there was a renegotiation. And that was probably fair enough. But when you look at what Cowes Bay invest in and how they invest and then you look at Metro, there was basically a bit of a misfit. If you look at some of the things that Cowes Bay bought, they've been coming out of receivership. So they've actually failed firms, not just firms in financial difficulty. And so I think there was a price expectation at the end of it from Cowes Bay point of view that we and the banking syndicate just couldn't live with, we being -- us as directors, acting as your proxy essentially because shareholders would have -- not have been a good deal for shareholders. At the end of the duration of the deal when they were finished renegotiating, it didn't stack up as a good deal anymore. As I said, I think it was -- I think it was a 70-30 that we would have a consummated transaction with Cowes Bay when we started. It was never a 100%. They never are, but 70-30, and the 30% rolled, I think is probably the best way to put it. It was just -- it was basically just a misfit.

We might just go to the room now. So a question down front here.

My name is [Su-Yu Chen]. I have some questions here. I've been thinking why not start from -- step-by-step, start from lower dose and monitor the situation and see how it goes, similar to how clinical trial works. And then the other thing is that for Resolution #3, any conflict of interest? And also the key consideration, independent valuation, when was it done, the date and time of it because it looks like it's quite outdated and obsolete? And there can be some alternative I've been thinking, whether it needs to move from NZX to a smaller exchange, for example, Catalist or something like that. I've been thinking about those things.

Can you just repeat that first question?

First question? I'm not too sure why, for example, you try to push all -- get us to work for all 3 resolutions at the same time. So start from step-by-step and start from lower dosage and see how it goes -- monitor the side effect and efficacy and see how it goes?

Okay. That question first, that was just the transaction that required the 3 things to happen at the same time. So to your third question, why Simon Bennett, there must be a conflict. And good question.

I'm not saying there must, but is there something...

Yes. It's a fair question. And I think that that's why we've -- it is a resolution the shareholders had to vote that it was -- that they were happy for me to buy shares and promote. And -- but like the Amari, we actually needed people. We needed underwriters. And so we couldn't get the transaction away without the underwriters and 2 of those are in front of you.

So Julia and I aren't investing, and that's the reason we're not -- we're independent and not conflicted, as you say, in terms of what we do. And that was a deliberate decision on our part to maintain independence on that issue.

Then the question about the Grant Samuel report, it was a recent report. It was commissioned when we announced the transaction. So they did a quick job.

And do you -- can you not tell us when the date and time of when was it done? Because obviously, recently, it floated between $0.03 to $0.04 around that range.

Report was released the day that we released...

2 week ago.

Okay.

Exactly on that day. Yes. There's a little lady on the aisle.

[indiscernible], shareholder. It's interesting that the corporate vouchers that sold us overvalued shares in the beginning were circling back again to see if they could have further pickings. I was very impressed with the Grant Samuel report. It obviously supersedes your annual report. So I don't know quite what we're going to have to talk about next month because it really is all out there right now. I would like to think that if this recapitalization goes ahead, that Amari are a good firm to deal with, that there are synergies with their metal frames or whatever it is they do with the business, you're shaking your head. Are you not...

Sorry, carry on. Sorry, sorry, sorry.

Well, no. Do you agree that there are synergies with Amari and Metro Glass businesses?

We think that Amari is going to be a good shareholder, and they're shareholders of lots of manufacturing businesses, and they don't have a group. They were clear about that when we went through the documentation. They invest in people and businesses separately. I think the -- because of their involvement in metals, they know about windows and are involved in windows and hence know about Glass. So that was the reason they got involved, but we don't see synergies because we need to run independently of their other investments.

Okay. I'm a little confused. I did read the Grant Samuel report quite thoroughly, but I've forgotten some of the facts as to doing the same as Metro Glass. Is that right? So you've got a competitor there, and they have taken some of your business.

Yes. They took a lot. So that's the APL Group. And so they're a die holder. So they extrude aluminum and make it into a system that they distribute through licensees who build windows effectively. And they are branded systems. So if you're building a house or G.J. Gardner or somebody is building a house, they might say, "Hey, do you want some Vantage windows?" And they may say, "and what glass?" But -- likely, they will talk to you about the window first. And so the APL owns a bunch of these brands that produce these different systems and lots of their licensees were Metro customers. And -- but then the business, APL, for an associated company or similar shareholding, they set up their own glass plant in Cambridge, and that is -- yes, look, it was a huge investment and then they...

When you say that, do you mean float glass?

No, processing. Yes. So there's no...

You're still importing the actual float glass?

Not -- so when people talk about float glass, talking about just a clear glass, like old school that you might have had in a window, single glaze. Now with double glaze, you might have one layer of that float glass, and you might -- and then you have a layer with some sort of coating on it. Low-E is kind of the new thing. And so as people move from single glaze to double glaze, the glass became a bigger part of the window than it was. I think that might be...

But we're still assembling windows as Metro?

No. So when we -- so as Metro is a processor, we buy glass from offshore. Our processing is taking these big sheets of glass, we cut, we arriss, so we wash and smooth the edges and then we put it through a furnace if it needs to be toughened. So both sides of that window there are toughened. In your house, you might have 1 of the 2 paints need to be toughened. So toughening is a process through a furnace. And then after those stages, then we take the 2 frames and join them together and that becomes a double-glazed unit. So that's what we do. In Cambridge, they do exactly the same thing. The reason that was -- the Metro lost a bunch of share is because there are only so many people in the country that could do that process. And APL was selling a whole lot of aluminum to their licensees, and we were selling a lot of glass to those licensees. And they thought, gee, look, we should produce glass as well. So they built this processing plant. And so now we compete with them head-to-head.

Well, I would like to think if this recapitalization takes place that you will give your customers, especially those who have paid deposits, security in their delivery and the kitchen-thing disaster that's been in the news lately where people have paid deposits on appliances, and they were in receivership when they accepted the appliances. As long as you don't leave any of your customers in the lurch, I'd be very happy to vote for this.

Thank you very much. And we certainly needed the entity to continue to for all warranties. I mean 10 years back there's a lot of people who have put their faith in Metro, and we certainly want to stand behind those warranties.

Yes. I want to ask if the Auckland-Metro thing out at Highbrook, has it got a future with that opposition growing and can do glass and frame as it were? I see in the graphs, the Christchurch Group is still going, right? They don't have competition from APL -- PPL, whatever it is. But they have competition for Viridian down there, don't they?

So the competition that I was talking about, they're not actually -- that business is not putting glass in frames. They are selling an aluminum system, which is going to their licensee, like might be a sheet of 10 or 20 or 30, and they are getting the job from the builder, and they are then building these windows and then putting their glass on. But that's transacted between the head office, whoever they are, APL or AGP and their licensee. So -- and yes, they do work in the South Island. So -- but they have -- they are a competition, not sole competition. But I think that to give some perspective, I mean, Metro was probably producing 60%, 65% of the glass anywhere in the building in the country at one point with the exception of large, high-rise commercial. And that business we're talking about have now got sort of 30% of the window market, but we are -- it's still smaller than we are. So the answer is yes, Highbrook is performing really well. The team are doing a fantastic job. We've got -- as you saw on the slide, we've got high levels of service and delivery and low levels of rework. So it's performing really well. It's totally fit for purpose as is Christchurch.

So I see that Christchurch never really dipped, but that Highbrook, by the look of it, went right down low. Was that quantity or quality or both?

So Nick Hardy-Jones is the reason that Christchurch was going well because he was running that business. Yes, look, it was -- it was just not operating optimally. So...

Bad plant management.

Yes. They're not that easy to run these glass plants, but yes, could have done better. I think that they -- as Shawn said before, I mean, looking back, it's not that helpful. But they just weren't necessarily as focused on that. So delivery in full on time, so they missed a piece of glass on the delivery, they got everything right other than one. Like to get 90-something percent [indiscernible] is very hard. A house slot has 30 windows, say. So you've 30 out of 30 to hit -- to have been complete in full. So we only missed one window and that delivery is failed. So that's one, not in full. So does that answer the question?

It's only partly because I want to be sure that Highbrook is not going to be further eroded, not by the opposition.

Yes.

The other thing is a separate, which a parallel question is, Viridian, has it suffered a cut in its business like we suffered a cut in ours because they're just around the corner. Have they?

Yes, they have. Yes.

So one suspects that this play by this capital to dump -- get us to take over Viridian is to get themselves out of their own problem.

Yes, I agree with that. Yes.

Well, let's hope they go [bus] first, and they give us some room.

Anybody else in the room? Okay. I'll keep going down the list. So Stephen Mayne, again, shareholders have contributed to more than $300 million to our company yet here we are staggering along with a market cap of less than $10 million and embarking on emergency recapitalization. I'm a new Australian shareholder, but seeing as I have a sister also called Julia Mayne. Could our longest-serving Director, Julia Mayne, please comment on whether she believes that there are decisions which could have been taken during her 4 years on the Board that would have avoided this value-destroying recapitalization proposal being pursued?

Good question. Stephen. I think that's a good question. I have been here for 4 years. I think that from the time when I joined the Board, probably the biggest thing we could have done is focused on the business improvement faster. That was probably what I'd say. I think we also explored a lot of opportunities that didn't come to fruition for different reasons. So I think it's the business improvement side. Whether that would have avoided, where we sit today, I think it's pretty difficult to speculate that, that would have actually happened anyway.

Thanks, Julia. This is [indiscernible] -- just leave the harder ones. So George Bridgewater. So was the offer that was rejected for Australian business approximately NZD 30 million? If not, can you please confirm the amount, trying to back this out of your comment that it would still leave the New Zealand business with $25 million of debt.

So the offer was for AUD 30 million plus an earn-out of $5 million, but the earn-out was based on -- sorry. So the offer was when we -- the offer at the time was AUD 30 million. And I think we had about net debt of about $57 million. So that nets out to about NZD 25 million. There was a $5 million earn-out, but that was based on pretty unrealistic goals in terms of the earn-out. So that was very unlikely to happen. That $30 million was the third or even fourth price that came our way. And as you can appreciate, all the previous prices were higher than the $30 million. We still had not -- they still had not closed off on their due diligence. They had not found -- they had not completed their financing. As I say, they only had about 80% of their acquisition financed. They weren't a big business. So they weren't able to actually just say, "Here's the check," and we do a bit of due diligence and "Yes, you're good for it." It wasn't that at all. They needed to get the money. So that AUD 30 million, I believe, was a best case scenario -- that AUD 30 million was a best case scenario. And if I speculate, if we wanted to continue to try and pursue that deal, it would have taken another 3 to 6 months while they were trying to get financing. The second wave of the construction downturn would have hit, and we would have ended up, I don't know, if I'll speculate, $20 million, $25 million. So yes, hopefully, that -- does that all add up? Hopefully, that adds up to the numbers and the kind of thinking. Like I say, it was not -- I would have given that deal a 50-50 chance of even executing, full stop. So it's easy to talk about offers, and they offered you this, and they offered you that, but when you get down to the nitty-gritty of it, you say, "Is there a deal to be done here?" I don't actually think there was even a deal to be done. And I don't think it would have been even at $30 million.

Thanks, Shawn. The information provide -- Michael Rutland, the information provided covered the dilution of shareholdings and shareholder control of the company, but didn't mention the dilution of the book value per share, which may well drop to 1/4 of the earlier value. Could you please comment on this? We don't understand that question.

I think that's right. I think that's probably right, but I'm not sure that, that book value per share is relevant to shareholder value or -- I mean, I would probably note that Google probably doesn't have a book value share. It's probably less than 1% of their share price. Sorry.

[indiscernible]

Sorry, repeat that. So the -- yes.

[indiscernible] So I think auditors would know what was the shareholders' net worth for this particular -- like how the shareholders -- when this Samuel guy did analysis, what was his analysis with the accounting books about the shareholders' net worth?

About the book value of the net assets?

Yes. Because it is very simple.

I don't think they use that as a criteria for assessing the value, the book value of the asset -- net assets per share. because it's probably a less -- well, it is. It's a less robust way of valuing the company than saying a multiple of earnings.

No, sir, it's not -- it is the most robust way because that's how you pay the employees, that's how you pay the shareholder dividend. So this is the most basic way of doing something. Let's say, a shareholder decides to go to a court and say he doesn't like this plan. He'll just simply ask, "Give me the books of the company." So what I don't -- I understand -- as an MBA, I understand why these slides are there, why the market share and everything matters. But to say that there is no book value per share, nobody knows, it is just impossible. Somebody knows what is the book value per share. It is either negative and $0, that is okay. Or it is something $0.001 or it is $0.10 or $0.05, but there would be something. So there's a reason why I'm saying this. When the lady said that this analysis is good, I see this analysis only 80% covering everything because it is not mentioning what is the book value per share when all the plants started. Like, it has to be candid and say that -- I'm pretty sure that book value per share would be negative. That's the reason company is raising the debt. It's very simple. If you make more loss than your equity capital, then your book value per share is $0, but ideally an analyst should mention that thing.

We've got positive [indiscernible] 185 million shares. So at the moment, if you look at our financial statements our financial statements for the year ended 31st of March. So they've -- they're audited. That net value or net equity, if you divide that by the fact we've got about 185 million shares on issue at the moment, that gives you a value. So the question is accurate. If we -- depending on how many more shares we issue, we do get more equity and some debt forgiveness, but there'll be a greater number of shares that you divide it by. So you're correct -- the question is correct [is it] will roughly 1/4 if we raise the minimum amount, but that's only relevant to a shareholder if we're in liquidation. So the price that you realize for your shares is the share price. The price per book value is only available if we're selling all the assets.

And?

[indiscernible].

No, we don't have negative net assets.

Yes, we haven't got negative net assets.

So you have -- okay.

Yes. So you don't have -- if your shareholders funds is not negative, so that you've got a positive...

There is some book value per share. So obviously, we'll come to know after 1 month. Obviously, we'll come to know after 1 month when the AGM will be.

But we've given.

Yes, we're going to answer that question at the AGM because we're going to know how many shares we have, and we'll look at the -- it will be some simple math . I'm going to get Andrew pass [indiscernible]. Thank you for your help. I think we've actually without...

Yes. So I had so many questions in fact. So for example, one question that I found is that on Page 23, it is mentioned that MPG was thinking of divesting AGG in 2023. But I see that AGG has turned out to be a good business.

Yes. I mean I think that's what we've talked a lot about. So I guess the previous Board had looked at the debt and the banks. Obviously, we talked to them, and they said, we -- they chose a path of reducing debt by selling a business. Your current Board decided that was a really good business and there's good growth prospects and that, that was a hard transaction to conclude, and it was not an amazing price. So that's referring to a historical statement that we did want to. And now we're saying -- we've said since we don't want to sell AGG.

Yes. So my second question is, if I see the market share of the -- all the companies, it seems that if we go with the Viridian plan and if we choose the merger that was suggested by Crescent Capital, we will end up owning 50% market share in New Zealand as well as Australia. Now my worry is AGP is coming very fast, and they have a 30% market share. So if they keep growing so fast and if we don't have -- if we go below 30%, what we will do with the business? Because if the revenue is not there, then obviously, nothing will turn positive net profit.

So just the transaction with Crescent/Viridian was, they only discussed buying -- they discussed buying Metro, but it was only the separate entity, which was the New Zealand Viridian business would take over the New Zealand Metro business. It was never described anywhere, but we had assumed that they would sell the AGG business because they had quite high market share in Australia. That was something that was never contemplated by us. We were the party being acquired under that scenario. And as we've discussed, look, we never got to go [indiscernible]. We didn't collect 200. It was just a proposal which was very, very difficult to execute. So we didn't explore any of those things, which you're quite right, we should have or would have. But -- so I don't think there's much you can take out of the Viridian in Australia and the AGG market shares. The thing that -- it's a good question from before, and I'm sorry, I've probably rushed the answer. But it is a key question from shareholder. Metro lost a whole lot of market share to this business in Cambridge. Are you going to lose a bunch more? So we don't think so. And we don't think so because we -- as you saw on the chart, we're doing a really good job. And so we're producing high-quality product, giving good service to our customers. So that's -- and that's kind of -- maybe it's an easy cop-out sort of answer, textbook answer. That's true. The other part to the answer is that I tried to explain these different system owners. We call them die holders. So there's -- in New Zealand, there's Altus, which is a joint venture between Fletcher and some private shareholders. And they've got 34% of the aluminum market. And then you've got APL, which has got, let's say, 40-some percent of that aluminum market. Then we've got FMI, and then we've got Omega. Now 2 of those 4 die holders also produce glass. And so -- and they all have this network of hundreds or -- in total, there's hundreds of these licensees. And so they absolutely have to buy the aluminum of the die holder. That's what the arrangement is. Their relationship is the die holder, they buy the aluminum. Now they don't have to buy the glass of the die holder as well, although we assume that when they came into -- when they started producing glass, they gave really favorable terms for doing some sort of bundle or the like. And that played out. So that network of APL is not a big customer of ours anymore. Now we -- so we don't -- we kind of know the size of them. We know their capacity for glass, and we think that they're reasonably well contained. The opportunity still exists for us to sell glass on that network. And it does happen. One of our advisers, one of the team put some windows in his house recently, and he said to me, "I see this Metro glass stickers all over the windows." So I asked him who the fabricator was. And it was an APL fabricator and -- but Metro windows inside of that. So look, we -- of the risks that the business faces, we don't consider losing significant share to that network being one of them. But I predicate that with the fact that we have to be as good as we can be in terms of our service delivery, and that's why we're so committed to it. And when I arrived in the role, May, last year, I mean, I -- we've got a very competitive market and struggling to hold market share and prices going down. And it seemed common sense that the only way we could win was to do a hell of a good job. So we -- sorry, this is AGM sort of speech, but we decluttered the business. We just looked at everything we did every day and just put lines through stuff, and we said, is this going to get high-quality product on time to our customer? Yes or no. If yes, then keep doing it. If no, then don't do it. Canceled meetings, got rid of corporate stuff, just focus fair and square on what was happening in the plant, ensuring that those -- all of those people are 100% focused on task at hand. And look, the shareholders here have had a rough time, no question. But we've got good people, and they wanted to help, and they wanted to know how to win. And so look, it was really straightforward as a business to say, "Look, this is -- you do this and this and produce really high-quality product, communicate well with your customers," and we will win. And so the business really responded. So we feel confident in our ability to be really competitive in the marketplace.

This is a very competitive market. So aside from the DIFOT that we are good at, we're getting good at, are there any other -- what are the unique selling propositions that we have in order to make us better than our competitors?

Thank you for your question. So one of the other differences between that other APL, AGP channel is that we install whereas they don't. So we have this network of branches around the country. So we will do the installation with glaziers. And we think that's a real competitive advantage for us. Viridian also do, we think we're better. And so that is a reasonably unique selling point for us.

Grow the product base.

Yes. I mean I'm kind of reticent to sort of go deeper into that question because I don't really want our competitors to know. But there is a fundamental difference between us and that other chain, that's for sure.

Just one more question which may I ask, are you going to be the Managing Director as well as a member of the Board, as well?

I'm going to be the glazier. Yes, that's what's been proposed is that really -- I think there was just a reflection that I'd continue running the business but remain on the Board, yes. I know we've got more questions here. I think this question has been asked in a different way, but I'll just, for completeness, read it. George Bridgewater, two more question to Simon and Pramod, potentially others are sitting on both sides of this transaction, both purchases of new equity, but also promoting the sale of equity. Conflict, question mark. Why are shareholders better off with this significantly dilutive rights offer compared with takeover at a premium? Are the Board preferring to preserve their position and participate in the transaction rather than acting in the best interest of shareholders? Did Amari offer to a full takeover? It's hard to understand why they wouldn't. I think we've hit most of those things, but you're standing up.

No, well, I'll just answer because you can't really answer. [indiscernible] So take us back in time to when we were trying to achieve a successful equity capital recap. We actually needed Simon and Pramod's commitment to get to the $15 million. That's the simple answer for that. As I said earlier, Julia and I, both deliberately didn't participate even though we probably could have used our money as well in the capital raise, but we did not -- sorry, participate so that we were totally independent with no interest whatsoever, other than acting in the best interest of the shareholders and the company. And as I say, look, in no way, I don't see Simon or Pramod as being conflicted in any way through their investment. Again, as I say, as kind of chief capital raiser and in conjunction with our advisers, Jarden, we needed the equity capital. And so we've tapped Simon and Pramod to see if they would be investors as well. So I don't see any conflict actually in that. But we've had 2 independent directors, Julia is Chair of ARC and I'm the Chair of the Board. So those are the 2 roles that stayed independent, which I think is appropriate. There were other parts to that?

One factor was just dilute, which we've touched on. Why our shareholders bid off with significantly dilutive. This, you haven't touched on the takeover, like did they offer a takeover as...

As I say, we approached Amari and the conversations with Amari have all been about them becoming -- the words were cornerstone investor. That's what we've used with them. They are a cornerstone investor. And no, we never entertain, we never discussed, negotiated, talked about takeover offers. That wasn't their intention. It certainly wasn't our intention. And so no, the short answer to that.

Easy one from James Hausman. What is the date when existing shareholders have to pay for the additional shares as part of the rights issue?

16th of September.

16th of September. What does the Board fully believe that Amari is committed to the New Zealand side of the business rather than the AGG, which has been far outperforming New Zealand. Yes. Look, I think he's -- well, committed to both sides of the business categorically. And look, I think there's confident in both sides from best of my knowledge.

Very much so, very much so.

Kind of read this one properly. How did you get the banks to write off $10 million from Richard Flower? They're just kind people.

Yes. Look, banks are always commercial as I said before. They've also been very supportive. I'd like to think we earn their support by not springing negative surprises on them, telling them as it is, actually doing the hard work, taking the hard decisions. So I do think -- I'd like to think we earn their support. But they also want -- they want to recap business that is sustainable as well. And there's no magic in $25 million debt reduction, but that's about the right number. And so they came to the party and help us out to get there.

Yes. I mean in my travels around the business and through customers, a number of people have said to me, "Hey, Simon, Metro was such a great business. We're really pleased that you're going to make it a great business again." And I think the banks are in that camp. Now they -- yes. I mean I think that they -- as Shawn said, they want us to be strong and moving forward, and they incentivized us to kick into the capital raise, and I guess it's obvious. It wasn't easy to get it over the line. It wasn't just about had to [bribe Aunt Sally] and everybody else to try and put the money in for the underwrite. And look, I think it was great that they incentivized us to do it rather than incentivize us to sell AGG, good sensible stuff, should be more of it. Stephen Mayne, again. Thank you for disclosing the proxy position early to the ASX, which suggests the deal will get through based on votes cast by the big shareholders. Could you please advise how many of your thousands of shareholders voted by proxy? Was the retail turnout today even 10%? And what sort of proxy solicitation camp did you run to get out the vote? So we ran no solicitation campaign, and we might be able to tell you that answer.

Only 35% of the shareholders. Let me just see if I can...

It's going to be -- the numbers are going to be released in any case.

77 million votes that had come through in favor when the online voting changed, but I can't remember the exact number of shareholders.

Yes. So look, about 37%, 77 million of 185 million.

Thank you. 244.

Okay. So for the mic, for the record, 244 shareholders voted by proxy. So not many thousands. And I'm going to -- did you have -- I'm sorry, I did cut you off. Just not too technical, please. I'm just a poor glass guy.

No, sir. A simple question. So the sale price is $0.04 market prices right now. So let's say -- because on this Page #47, the going consent basis, it shows that the lowest valuation would be $0.05. So this -- as per this report, will that $0.05 valuation would be after we do all this capitalization, right?

Correct. Yes, that's correct.

So let's say somebody thinks this is a good investment and if you want to invest some money. So we have to buy -- let's say, I have only one share, okay? Let's say, assume I think -- I like this company, I buy some stocks from the -- right now, from the exchange, and then I'll become eligible. So it's like -- and then I'll get new shares, I'll a rights based on $0.03 per share.

Correct.

And then you expect then -- if you take the average, you expect to be traded at around $0.07, if market realizes that. Is it the right understanding?

I don't expect that. That's what Grant Samuel, I think, is saying, that that's what the valuation is, difference between the valuation and what actually the shares will trade at. I'm getting sort of slightly out of my [indiscernible] at that point.

But it's not a bad proxy. It's not a bad proxy of what the value is.

It's not a bad proxy.

The theoretical valuation is not bad if you had to take a stab at what the share price should be or would be after the recapitalization, then that's as good a stab as any.

No. But in that case, let's say -- so my -- now my technical question is, so if I, let's say, buy share from the exchange, and then I'll become eligible for 16 share at $0.03 per share, right?

1.6 share.

1.6 shares?

Yes.

So the question is, I have invested $4 and then I invested another $3, so like my investment is only $0.04 and $0.03, $0.07 is my investment, and now I have 2 shares.

Well, no, it's -- your investment will be $0.035 or $0.033 on average because you won't pay $0.03 and then another $0.04...

Okay. So $0.035 and then if this -- everything goes right, the $0.035 would have going as a value of $0.05. So it looks fair like, so it's an opportunity. That's how it shows as per this report.

And that's how I think -- again, those are just specific numbers that Grant Samuel has come up with. But I think dimensionally, the message is that if the company is recapitalized, the share price should go up. And I'm willing to say that, personally. I think the share price should definitely go up when the company is recapitalization end. We hit close to our plans, yes.

And then the only risk is that the banks will not give us forgiveness for $10 million?

There's no risk to that.

It's agreed.

There's no risk to that.

But I think one of the reason banks are giving us that forgiveness is because, let's say, we have a $25 million debt, and they are ready to compromise on $10 million. So that means they are looking at least let us get the $15 million back from this company. That's how the mindset of a banker would be. Rather than losing everything, let us get 50%, 60% of our lending back. So they are giving us the $10 million, right?

Yes, more or less.

That's my simple understanding.

More or less.

Thank you. I'm pleased you went a bit easier on those questions at the end. Any last questions?

Just to comment, if I could. I'm struggling as to people's attitude about Simon and Pramod's investment in the company. I applaud directors who have [skin] in the game. I think it should be incumbent on anybody, who is a director of a company, to have a minimum investment in the company that they're representing as shareholders. It's been made clear to us that Simon and Pramod hadn't put that money in, we wouldn't have reached the bank's -- our capital requirement. So I thank you, and I applaud you for doing it. It's a big investment on a company that has really got some strong headwinds in front of it. I'm just changing tack a little bit, and I made the comment to Simon as I came in, I'm a property developer. I use Metro Glass. I have a building that I've recently had some issues with in terms of double glazing. It was an older building, one of the early double-glazing window systems that went in and there was dreadful condensation. I needed to fix it. So I got on the phone to Metro Glass, seen I had -- shareholding in them and just to see how they performed. And I haven't been paid to say this. I'll make it absolutely clear. The performance has been absolutely brilliant. The guy was there within 48 hours to measure up. He arrived at 9:00 when we agreed we'd meet. 3 days later, I had a quote. I had correspondent from Cecilia in the office that was appropriate, on time, gave me time frames. And I went and opened up the building for Johnny, the installer, and they did a brilliant job. I couldn't be happier. And I felt pretty pleased to say that I have had experience with Metro Glass probably 5 or 6 years ago. And this was a different Metro Glass. And just one other bad point that I would like to suggest is that I suspect none of the attendees here today have been and seen the facility out at Highbrook. There's not a hell lot of people here today. I'm sure we could squeeze into a boardroom. Why don't we have a next Annual Meeting at Highbrook?

Thanks for the comments. And look, I think it's a good idea. We have talked about that. We just get hosted so well here by MUFG that it would be hard to leave, but I think it would be a super thing to do. So we'll take that into consideration. So thanks, everybody. I'm going to hand back to you, Shawn.

Thank you, Simon, and thanks, everyone and online questions and brilliant, good stuff. Okay. On to the actual resolutions. Sorry, bear with me for a second. Okay. So the resolutions themselves are outlined in the Notice of Meeting. Each one of them is to be considered as an ordinary resolution. And so -- and as such, must be passed by a simple majority of the votes cast by shareholders entitled to vote. As I said before, the 3 resolutions are interconnected. So each one of them need to be approved for the full proposed recapitalization to proceed. Voting will be conducted by way of a poll. We'll announce the results by the NZX and ASX. And if you've voted ahead of the meeting by proxy or if you've appointed me as your proxy or the Chair as your proxy, then you don't need to do anything. Shareholders joining remotely can cast -- you can cast your vote using the electronic voting card. I believe the online registration has been validated -- or yours has to be validated, sorry. To vote, you need to click get voting card within the Meeting platform, and you'll be asked to enter your shareholder or proxy number. Then you can vote by clicking for, against or abstain. Again, refer to the online portal guide if you need any help or call 0-800-200-220. Everyone here should have received a voting card. If you haven't received a voting card, please raise your hand and the staff of MUFG will come around and give you one and collect your voting cards, well, after the final resolution. But if people want to hand them in now, that's fine too. So proxy votes. I think Sarah has already commented 77 million have voted for, 4.5 million have voted against, 2.8 million have voted discretionary that being either myself, the Chair of the meeting or I think New Zealand Shareholders' Association. Those numbers are pretty constant through all 3 of the resolutions, as you'd expect. So -- that's 45% of the company's shares have voted, 92%, 95% roughly in favor. I think that's probably the best way to summarize it. Sarah, have I got that right? So on to the actual voting and the formality. So Resolution 1 is for the issue of shares to Amari Metals, which is pursuant to the proposed recapitalization, where such issue will cause Amari to become the holder and controller of more than 20% of the voting rights and where resolution is to be passed to approve this under Rule 7(d) of the Takeovers Code. So we, again, unanimously recommend as a Board that you vote in favor of all 3, so I won't repeat that. Are there any questions specifically relating to this resolution? Okay. So I now put the vote ordinary Resolution 1 is subject to Resolutions 2 and 3 being passed, the issuance of up to 501,655,800 shares to Amari Metals Australia PTY Limited for $0.03 per share pursuant to the proposed recapitalization where such issue will cause Amari to become the holder and controller of more than 20% of the voting rights in Metro as described in the Notice of Meeting be approved under Rule 7(d) of the Takeovers Code. If you could again vote. If you haven't already done so, vote by selecting for, against or abstain for Resolution 1 on your voting card. So Resolution 2. To consider if thought fit to pass the following ordinary resolution. So this is self-contained inside the wording of the ordinary resolution. So I won't give you any more background. But subject to ordinary Resolutions 1 and 3 being passed, the issuance of up to 798,260,738 shares to subscribers under the proposed recap for $0.03 a share as described in the Notice of Meeting, be approved for all purposes, including NZX Listing Rule 4.2.1. So are there any questions specifically relating to Resolution 2? Cool. So I now put the vote ordinary -- so again, mark your cards and/or online for, against or abstain. Ordinary Resolution 3, and this is to do with the 2 directors' participation in the recap. So again, I think the actual wording in the resolution is self-explanatory, so I'll formally read that. That's subject to ordinary Resolutions 1 and 2 being passed the issuance of up to 33,333,333 shares to Simon Bennett and 6,666,667 shares to Pramod Khatri under the proposed recap of $0.03 a share as described in the Notice of Meeting, be approved for all purposes, including under NZX Listing Rule 5.2.1. Are there any questions? Anyone has specifically about this? No. So I now put it to the vote. And if you could vote by selecting for, against or abstain on your voting cards or online, that would be great. And Toby, I think that has covered the process properly. Thank you. So that concludes the voting process for the voting on the 3 resolutions. Thank you for voting. Thanks for casting all your votes. Thank you very much for your questions. Your votes will be collected by -- if there are any other cards, we could pull them in. And I think as Sarah said, the full results of the voting will be announced on NZX and ASX this afternoon. So that -- do you have a question? Fire away. You have a question or...

[indiscernible] When is the deadline of the rights issue?

When is the...

Deadline for applying the rights issue. The fundraising because I wish to apply...

The 12th.

12th of?

September.

September 12th for the retail investor.

Coming up soon.

Still some time.

Yes. And 16th is settlement, the 12th is the closing date. So when it's dated -- exactly opens is not at the top of my fingers. 1st of September. So between the 1st of September and the 12th of September, you can apply.

About 2 weeks' time. I can apply from 1st of September to 16th of September.

To the 12th. Okay. Okay. So I'll declare the meeting closed and genuinely want to thank you all for your participation and for asking questions and for your support. So really appreciate it. Thanks very much.