MPC Container Ships ASA (MPCC) Earnings Call Transcript & Summary

Good day, and thank you for standing by, and welcome to the Extraordinary General Meeting webcast conference call. [Operator Instructions] And right now, I would like to hand the conference to your first speaker today, Mr. Constantin Baack. Please go ahead, sir.

Thank you, moderator. Hello, good afternoon, and a warm welcome from my side to today's Extraordinary General Meeting of MPC Container Ships. I would like to start off with some introductory remarks. Please be reminded that due to the COVID outbreak and regional risk-mitigating measures put in place in the Oslo area, covering private and public events and gatherings shareholders have been encouraged to abstain from appearing in person at the general meeting and rather participate by means of advance votes or by granting a proxy. Secondly, this meeting is broadcasted live to allow everyone -- all the shareholders the opportunity to remotely ask questions during the general meeting, so please feel free to make use of that opportunity. Furthermore, the webcast attendance will not be minuted as a formal attendance at this general meeting as it is a common practice. The webcast does not offer participants to vote. Remote voting has been made available by advance voting or by granting a proxy and the voting instructions in the Extraordinary General Meeting notice adhering to the announcement that has been made on 13th of January 2022, respectively. That as an introduction to today's procedure and process. As I've mentioned, please feel free to make use of the options available in the web event by way of chat options, et cetera. Now let me start off with agenda Item 1. First of all, I'm happy to announce the number of represented votes. Out of a total 444,051,377 shares, we have shares with voting rights, which excludes the shares held by the company in ourselves basically is 443,700,279 shares with voting rights attached. Of that, 52.6% of the shares are represented either by way of advance vote, by way of proxy or represented by voting instructions. So we have about 50% representation in this general meeting. The exact details also for the agenda items, as we run through, will be made available afterwards as an attachment to the protocol of this Extraordinary General Meeting. Now let me start with agenda Item 1, election of Chairperson and the person to co-sign the minutes. The Chairman of MPC Container Ships, the Chairman of the Board, Ulf Holländer, is unfortunately unavailable to attend. Therefore, I am representing him, Constantin Baack. I'm representing him by way of proxy. And on the first agenda item, the election, we have the following voting results. The proposal is to have myself elected as a Chair to the general meeting and Pål Sætre to co-sign the minutes. Accordingly, we have 100% of the votes cast in favor of this agenda item. And therefore, this agenda item is resolved with 100% approval. I would pause here for half a minute to a minute to allow for questions to the extent there are any. That does not seem to be the case. I would then continue with agenda Item 2, which is approval of the notice and the agenda. Again, we have 100% of the cast votes in favor of that agenda item. No against votes and no abstention. So we are also -- we also have an approval for this agenda item. As per agenda Item 1, I would pause here for a while to see whether there are any questions or comments. This does not seem to be the case. And therefore, I'm happy to continue to agenda Item 3, the Board authorization for distribution of dividends. As you can see through the web on this slide that we illustrate here, the Board has informed the general meeting about the company's updated dividend and distribution policy, which I will not read out in detail. It has been part of the EGM agenda. But it's basically footed on 2 pillars: one is a recurring distribution that is based on 75% of adjusted net profits; and the second one is an event-driven distribution scheme which is based on nonrecurring proceeds such as vessel sales. As previously communicated in our update calls over the last couple of weeks and months, these are the 2 ingredients for the distribution plan as presented to the Extraordinary General Meeting in the notice. Further to the company's dividend and distribution policy, the Board proposes that the general meeting pass the following resolutions. In accordance with Paragraph 8-2 (2) of the Norwegian Public Limited Liability Companies Act, the Board is authorized to resolve distribution of dividends based on the company's approved annual accounts for the financial year 2020. This authorization is valid until the next Annual General Meeting in 2022 to be held in April this year. However, no longer than until 30th of June 2022. On this agenda item, we have again 100% of cast votes in favor, no votes against and no votes abstaining from this agenda item. Therefore, this agenda item is also approved by the Extraordinary General Meeting. And I will pause here for a moment to allow for questions on this agenda item. That does not seem to be the case. And therefore, I'm continuing with agenda Item #4, which is the approval of authority to reduce the company's share capital. Let me explain that in a bit more detail, in addition to what we have communicated in the EGM notice. To enable further acquisitions of the company shares, the Board proposes that the company's holding of own shares, as it stands today, is canceled through a share capital decrease. Matters of significance for the company that have occurred after the date of the most recent approved annual accounts are made public through the company's stock exchange notices and the company's annual accounts for 2020 with audited statements are available at the company's offices. The Board proposes that the general meeting passes the following resolution. The share capital is reduced by NOK 351,098, from NOK 444,051,377 to NOK 443,700,279. The reduction takes place through cancelation of, in total, 351,098 of the company's treasury shares. The amount of the share capital reduction shall be transferred to other equity. Share capital reduction does not entail any payments being made by the company, and the first sentence of Paragraph 4 of the Articles of Association shall be amended to reach as follows from the time the share capital reduction has been registered with the Norwegian Register of Business Enterprises. The share capital of the company is NOK 443,700,279 divided into 443,700,279 shares, each with a nominal value of NOK 1. On this agenda item, we have 99.98% of cast votes in favor and 0.02% against and no vote abstaining. Consequently, also this agenda item is approved by the general meeting today. I would again pause here for a while to see whether there are any questions or comments to this agenda item. That does not seem to be the case. And hence, I would like to continue with agenda Item 5, Board authorization to acquire own shares. The Board believes that it is -- or maybe in the best interest of the company that the Board is granted authorization to acquire shares in the company, own shares. And the Board, therefore, proposes that the general meeting passes the following resolution. The Board is authorized, pursuant to the Public Limited Liability Companies Act, Paragraph 9-4, to acquire shares in the company on behalf of the company with an aggregate nominal value of up to NOK 44,370,027, corresponding to approximately 10% of the outstanding share capital, once the share capital reduction pursuant to Item 4 is resolved, which it was. And the authority also includes contractual pledges over own shares. Furthermore, when acquiring own shares, the consideration per share may not be less than NOK 1 and may not exceed NOK 200. The Board determines the methods by which own shares can be acquired or disposed of. Furthermore, the authority shall be valid for the period until the Annual General Meeting in 2023, at the latest 30th of June 2023. With effect from the time of registration of this authority with the Norwegian Register of Business Enterprises, the previous authority to acquire own shares is withdrawn. On agenda Item 5, we have the following votes. We have 99.87% of votes cast in favor of this agenda item and 0.13% of votes against this agenda item, and we have no votes abstaining on this item. And therefore, agenda Item 5 is approved by the general meeting. I would, again, pause here at this stage to allow for questions regarding this agenda item. That does not seem to be the case. I would now leave the floor open for other questions -- other matters with regards to the notice of Extraordinary General Meeting and leave some room for potential questions. In the meantime, I'm happy to communicate that all agenda items have been approved. And that, as communicated previously, we are now looking forward to registering these authorities with the respective authority accordingly and take further actions with the Board of Directors, in line with the company's strategy and with the execution of the distribution plan as communicated over the last couple of weeks and months. And we will communicate to the market accordingly once a formal decision has been taken by the Board. In the meantime, please feel free to raise questions, either through the web or through the moderator. And I will pause here for a second.

Okay. Ladies and gentlemen, since no questions in the audio. For the web, we have no questions. [Operator Instructions]

Thank you, moderator. There are a few questions now through the web. I will read them out and will reply. There is a question by [indiscernible]. When will you secure the currency dollar, NOK for the upcoming dividend? First of all, thanks for the question, [indiscernible]. As mentioned, we are, first of all, now in a situation where we have the authority in place for a dividend. Obviously, the Board has convened for this EGM in order to have all the authorities in place to execute on the distribution plan, and we expect to basically secure the currency once the Board has formally decided, which will have to wait until the decisions from this EGM are actually authorized with a respective register, which will probably take 1 or 2 days. And I do expect that in the course of next week, we will be clear on communicating details on the upcoming dividend. Having said that, we have obviously been very transparent in the latest communication when we communicated our market update where we elaborated on the dividend potential and also the anticipation of paying out an event-driven distribution as soon as possible. Now this EGM has decided on the authority, which is now in place. So technically speaking, a dividend can be paid. And the expectation is that the Board will decide in the course of the next couple of days once things are authorized on distributing -- or making a significant distribution according to what has been communicated to the market over the last couple of weeks. There's another question by [indiscernible]. As of today, which share price do you see as net asset value of MPCC? I think the question is probably asking what is my expectation on net asset value. Obviously, this is a very dynamic market environment. So it always is a snapshot. As you've seen from our latest market announcements, there is a -- there has been a significant shift in charter rates recently and the ability to forward fixed vessels. So it is a very dynamic process. I think the best data point that one can get is probably also the assessment of the analysts covering the stock. I'm not -- I do not intend to provide a guidance on NAV as this is really a moving target, but the analysts out there are somewhere between NOK 35 and NOK 40 in terms of NAV, and that's the latest estimate, obviously, in a very dynamic market where cash flows can be secured on a daily basis and the market continues to move up. There's a question by [indiscernible]. You elaborate further regarding timing of the first dividend? As I mentioned, we now have the authority in place. It is the clear expectation and also agreed with the Board that a Board discussion will be held early next week once everything is registered. And we are really technically in a position. And I do expect that within short, we will see an event-driven distribution to the market, in line with what we have communicated previously. And of course, that is the event-driven lack of the distribution plan. And I would like to refer you to the last presentation issued, I think, last week to the market. And we will then obviously also commence with the recurring dividends on the back of the Q4 announcement based on the results that we will post. So that is expected to be communicated on the 24th of February once we release the Q4 figures. So concrete answer to your question, [indiscernible], is that an event-driven distribution can be expected very soon, subject to certain formalities being executed. And the recurring dividend will commence with basically release of the Q4 financials, which is scheduled for 24th of February. There is another question by [indiscernible]. Has there been any new charters since the previous market update? Yes, there have been a few charters. There's ongoing discussions. We have fixed 1 more vessel, a 1,700 TEU for 3 years for $35,000. And there are further charters being negotiated as we speak. We -- as I have explained in the past, we will not kind of disclose every single fixture that we conclude because it obviously has always 2 legs: one is the desire and wish to update the shareholders and the market on a very frequent and constant basis. But at the same time, we want to make sure that we do not negatively affect our negotiations on the chartering side with our counterparts there. And therefore, we will do the regular updates, not just quarterly but also in between, and that's the way we will pursue this. If you look at the most recent update from Pareto, for example, they have picked up on this charter through the usual channels being [indiscernible] or Clarkson's research reports. So -- but this is the latest and greatest from a chartering perspective. But there are ongoing discussions on various charter positions for 2022. These are the questions through the web. Moderator, back to you to see whether there are any further questions through the telephone line.

[Operator Instructions]

There are no further questions through the web. I would wait for another 30 seconds to allow people to raise questions before we then conclude.

Still no questions in the audio, sir.

Thank you. We're just refreshing the web here as we speak, but there are also no further questions through the web. I thank everyone for their attendance, and very pleased to have received a very strong support for the agenda items for -- of today's EGM. And on that note, I'm looking forward to the next steps in terms of executing our distribution plan for which the base is now established with this EGM. And obviously looking forward to further market updates as we progress in 2022 in a continuously exciting container market environment. And on that note, many thanks, everyone, for their attendance and participation. And thank you, moderator. Back to you, and many thanks. Have a pleasant day, everyone.

Thanks, sir. Okay. That does conclude our conference for today. Thank you for participating. You may all disconnect.