Navigator Global Investments Limited (NGI) Earnings Call Transcript & Summary

Ladies and gentlemen, thank you for standing by, and welcome to Navigator Global Investments Limited Annual General Meeting. I would now like to hand the conference over to your first speaker today, Chairman, Michael Shepherd. Thank you. Please go ahead.

Good morning, ladies and gentlemen. As you heard, my name is Michael Shepherd, and I'm Chair of Navigator Global Investments Limited and the Chair of today's meeting. I'm very pleased to welcome those of you participating online. Whilst it has been our intention to hold this Annual General Meeting as a physical meeting, the rapid spread of COVID cases around Australia due to the Omicron variant has meant that it's once again prudent to hold a physical -- not to hold a physical public gathering. Regardless, the virtual meeting does -- format does work well for our company given the diverse location of our directors, senior management and shareholders around the globe. However, I would add that I still prefer a physical meeting as for those who can attend, and we will return to that next year, all things going well. If we experience any technical issues today, a short recess or adjournment may be required depending on the number of shareholders being affected. If this occurs, I shall advise you accordingly. It is now 10 a.m., and I welcome you to the 2021 Annual General Meeting of the company. As we have a quorum, I declare the meeting open. I would now like to introduce you to your other directors and executives, all of whom are participating by a video link. Sean McGould, our Chief Executive Officer and an Executive Director; Andy Esteban, an independent non-executive director who is retiring at the end of this meeting. Nicola Grenham, an independent non-executive Director and member of the Remuneration and Nominations Committee. Suvan de Soysa, an Independent Non-Executive Director, who joined the Board in September 2021, and who will be taking over as Chair of the Audit and Risk Committee on Andy Esteban's retirement. Andy Bluhm, a Non-Executive Director and member of the Audit and Risk Committee; and Amber Stoney, our Chief Financial Officer and Company Secretary. Also attending is Rebecca Burrows, a partner in our auditor, Ernst & Young. The meeting formalities. The Notice of Meeting was duly given and the meeting has been properly convened. We will turn to resolutions later in the meeting. Please note that only shareholders, proxy holders or shareholder company representatives may vote. The agenda of the meeting is as follows: my Chairman's address followed by an address from our CEO, Sean McGould, then the formal business of the meeting, which includes the resolutions of the meeting. And finally, an opportunity for participants to ask any questions that they may have. Voting instructions. Voting on the resolutions will be conducted by way of poll. Shareholders attending the meeting online will be able to cast their vote using the electronic voting card received when online registration is validated. Please refer to the virtual meeting online portal guide to use the help line specified. Following the voting, general business questions will be taken. For shareholders participating online through the virtual meeting website, please click on the ask question button, add your question and click submit. There were no shareholder questions received prior to the meeting. It's been an interesting year to say the least. The 2021 financial year was one of significant change and evolution with the Navigator Global Investments Limited Group, most notably seeing a settlement of a major acquisition transaction, which has firmly cemented us on our path to both grow and diversify our business. The COVID-19 pandemic has become the new normal. It has presented enormous challenges for our staff, and we would like to acknowledge their efforts in continuing to effectively work on what can be very trying conditions. We're very fortunate that we are able to accommodate our staff working from their homes, giving them the best opportunities to protect themselves and their families from contracting the coronavirus. The emergence of the Omicron variant shows us how important that flexibility continues to be. While the world continues to adapt to the ever-changing challenges of the pandemic, we continue to look forward to the day that we can welcome all our staff back to our offices and reestablish face-to-face relationship between ourselves, our clients and our shareholders. No doubt the biggest achievement by size with the Navigator Group this year was a successful closing of the acquisition of the NGI strategic portfolio from Dyal Capital Partners in February 2021. The transaction involved the acquisition of a portfolio of minority interest stakes in high-quality established alternative asset managers. As at the 30th of June 2021, this portfolio added $235 million in assets to our balance sheet. The acquisition of the portfolio is an important step for the NGI Group in delivering on a sound growth and diversification strategy, and it creates a platform for Navigator to seek and implement future acquisition opportunities. The transaction is a milestone for Navigator Group and means that we are now in an excellent position to deliver further growth and diversification with a diversified and scaled portfolio of cash flow generating assets, a clean balance sheet, deep investment and operating expertise and a strategic partnership with Dyal Capital Partners, a leading investor in alternative investment managers. The acquisition was structured to have 2 distinct stages. The first stage was for Navigator to acquire approximately 70% of the combined portfolio in exchange for the issue of 40.5 million ordinary shares and a 10-year convertible note, which converts to an additional 67.6 million ordinary shares. This entitles Navigator to preferred share of the earnings for the first 5 years, which is set at $17 million in the first year and indexed at 3% annually and then 20% of any earnings in excess of the minimum deferred amount. Stage 2 occurs at the end of 5 years, when NGI will make an additional cash payment to require the remaining interest in the portfolio in the combined portfolio at 4.5x the average of earnings in excess of the minimum deferred period over the 5-year period -- deferred amount over the 5-year period. We're very pleased with the performance of the portfolio since its acquisition in February. The benefits of diversification and investment strategy across the portfolio has meant that overall we have seen a healthy growth in assets from a combination of both net inflows and investment performance. Whilst this does not materially impact Navigator's 2022 earnings given the nature of the preferential distribution structure, it does provide good evidence of the overall strength of the portfolio and gives us confidence that we will deliver excellent returns to Navigator shareholders over the long term. The group's AUM was $20.9 million (sic) [ $20.9 billion ] as at the 30th of June 2021. The significant growth from the prior year was a result of both NGI strategic portfolio transactions which added $7 billion on the ownership adjusted basis, an excellent performance from our operating subsidiary, Lighthouse Investment Partners through the end of the 2021 financial year, were $13.9 billion in assets. All these are U.S., I should emphasize. Sean will discuss our group AUM further in his address. Navigator delivered adjusted EBITDA of USD 31.6 million for the 2021 financial year, up 2.5% on the previous year. Adjusted EBITDA represents EBITDA adjusted to take into account noncash and nonrecurring items as well as to add back cash rent payments which are no longer recognized in operating expenses, under the AASB 16 leases accounting standard. We consider that this represents the best measure of the group performance given its current structure. We consider this is a strong result coming in slightly above the earnings guidance provided by the company in February 2021. It also reflects $3.7 million of distribution income from the strategic portfolio in the 2021 year, due to some of the complicated accounting requirements around the transaction. With the full benefit of the minimum preferred distribution to be reflected in the 2022 financial year, we remain comfortable with our existing 2022 earnings guidance of adjusted EBITDA of between USD 40 million to USD 42 million. The directors determined an unfranked dividend of $0.06 per share to be paid and it was paid on the 10th of September 2021. Added to the interim dividend of $0.035 per share, this brings the total for the year to USD 0.095 per share. The 2021 financial year combined interim and final dividends equates to a payout ratio of 80% of adjusted EBITDA. Whilst it is always a matter of ongoing consideration by the Board to ensure the dividend policy reflects the evolving needs of the group, Navigator's current dividend policy remains a payout of between 70% and 80% of adjusted EBITDA. Corporate governance is always a priority of the Navigator Board, and we see it being especially important at times like these, where global conditions require the group to be responsive to changes in its operating environment. Board composition is of key importance, and the last 12 months have set a number of steps forward in terms of renewing the membership of the Board. During the 2021 financial year, Randall Yanker stepped down from his board position in order to take an executive position to support the growth of the NGI strategic business through the identification and evaluation of potential transactions. We thank Randall for his time of service whilst on the Board as well a Board member and look forward to his ongoing contribution to the success of the Navigator Group. The AGM also marks the resignation of long-term Board member Andy Esteban. Andy has been a director of Navigator since June 2008, and during his tenure has contributed enormously. He has been -- he has seen the organization through many changes with the most memorable being the global financial crisis, significant capital restructures and most recently, a transformative transaction with Dyal Capital Partners. We particularly thank Andy for his service on the Chair and Audit and Risk Committee -- as Chair of the Audit and Risk Committee. Andy's knowledge and professionalism has been invaluable to the success of Navigator, and he will be greatly missed by the Board and staff alike. I'd also like to say that Andy has been enormously supportive to me in my role as Chairman informally and formally. Whilst we're sorry this time over the company has ended, we wish him the very best in any new endeavors and hope that he can enjoy extra time with his family, friends and pursuing personal interests. Thank you again for your many years, Andy, and have -- continue to have a good time with the alternative activities, which I understand is restoring an old Sydney Harbor Ferry. So that will keep you busy. With Andy retiring, we welcome Suvan de Soysa as an independent non-executive director in September, we welcomed, I should say, him in September of 2021. Suvan has had a long and well-rounded career in the Australian wealth management industry, including a number of senior executive roles. Suvan's experience covers a broad range of business areas within the wealth management area, having headed various departments, including the financial planning, business development, strategic alliances and acquisitions. These responsibilities have given him a breadth of experience, including with multi-jurisdictional transactions and business partnerships. We look forward to Suvan's contribution as Navigator continues to expand and evolve, including as the incoming chair of the Audit and Risk Committee. We are actively seeking an additional Board member to further enhance the Board's diversity of gender and skill sets. We've appointed Korn Ferry who has provided us with a short list of potential candidates, and we expect to be in a position to appoint an additional female director in the near future. I also understand that under the terms of the Dyal transaction, Dyal has the right to nominate a director to the Navigator Board. Dyal has not yet exercised this right but it remains at their description to do so. I note that director tenure continues to receive more attention in terms of being a governance consideration this year. And tenure is taken into account when considering directors ongoing independent status. The Board as a whole is satisfied with the tenure of directors holding office after this AGM. They are satisfied that this has not adversely impacted their ability to exercise independent judgment. However, we will continue to give this due consideration as we take additional steps on our path to renewed Board composition. The Performance Rights Plan. Aside from the usual business to consider at this -- in the -- sorry, again. Aside from the usual business to consider, the 2021 annual report and the reelection of directors, the business of this year's meeting includes some important resolutions relating to remuneration. Of note and subject to relevant shareholder approvals at this meeting, the Board intends to introduce a performance rights plan, which will facilitate grants of performance rights to key executives within the Navigator Group. The group's remuneration structure includes a combination of fixed remuneration and variable or at-risk remuneration. The grounding of performance rights to eligible staff, including the CEO, introduces a long-term incentive component to this structure. The Board is satisfied that the proposed grant of performance rights will enhance the existing remuneration structure in a way which aligns with the interest of shareholders and prospective shareholders and is consistent with market practice. The performance metrics for grants will be based on achieving targets of total shareholder return and Navigator Group EBITDA per share, weighted equally, as the Board believes that these metrics most clearly are closely aligned to delivery of value to shareholders. Details of the proposed grant for the CEO are set out in the notice of meeting. I'll now hand the meeting over to our CEO, Sean McGould for his address. Thank you very much.

Thank you, Mike. And I'd also like to thank Andy Esteban for his years of service, and we'll certainly miss him on the Board. I'm going to start off tonight by discussing really the 3 key drivers of success in the core of our business, namely our clients, our team who we rely on to deliver high-quality services and the fees we earn from providing these services to our clients. 2021 was an excellent year of growth with AUM ending at $20.9 billion. The biggest increase to AUM came from the $7 billion added from the NGI Strategic Portfolio on an ownership adjusted basis. This portfolio has performed well since acquisition. We caution though that AUM is not a direct metric of the attribution that the NGI Strategic Portfolio will make the future Navigator financial results over the next several years, given the minimum preferred distribution arrangement in place, which Mike explained earlier. However, it is very encouraging to see the portfolio growing through both investment performance and net inflows, and we believe it will be a very valuable long-term investment for the group. We are very pleased that despite the difficult start to the 2021 year, Lighthouse was able to reverse the initial impacts of the pandemic through strong investment performance results across its portfolios, particularly in the first half of the financial year. These investment performance results aided client retention efforts. Lighthouse also saw opportunities for new clients emerge, showing positive net inflows in both its hedge fund and managed account services products. These service offerings remain a key area of expected future growth. The combined effect of investment performance and client retention has led to an 18% increase in Lighthouse AUM. As at 31st December 2021 group AUM is $21.5 billion, reflecting our newly acquired 34.1% interest in funds under management and advice of Longreach Alternatives Ltd. The stake was acquired at the end of September 2021 and even at this early stage is showing excellent growth and performance prospects. We look forward to discussing Longreach in more detail at the upcoming interim results release. Next, I'd like to talk about average fee rates. Fee rates are a consideration for investors and we engage with clients, potential clients to ensure that fees are structured to provide an appropriate alignment of interests. The average management fee for the 2021 financial year was 58 basis points per annum, down 8 basis points from the prior year. This management fee rate represents the blended net management fee rate across all Lighthouse AUM. The average management fee rate is largely a function of the AUM mix from the 3 various types of services offered by Lighthouse, as each service has its own distinct management fee rate based on the typical account size and scope and complexity of services provided to clients under the various service offerings. The reduction in average fee rate reflects the AUM and commingled funds has decreased over the last 18 months and has generally been replaced by AUM, which earns lower management fees. We are very pleased, however, to see that net redemptions from our commingle products have reduced every quarter since June of 2020 and are now at more stable levels consistent with historical norms. Another factor impacting the average management fee rate is the introduction of more product offerings, which have a performance fee component but lower base management fee. This introduces more potential variability to Lighthouse overall fee revenue but does provide good potential upside in strong performance years. Again, I would remind everyone, although the Lighthouse management fee rates are lower and some of the performance to income is greater, we do have the preferred income structure off of the strategic portfolio with Dyal that overall stabilizes our management fee and incentive fee revenue mix over time. Last thing I'd like to talk about is the people. We are always conscious that the nature of our business means that one of our most important assets is our people. It is their unique knowledge and specialized expertise in what is a complex area of asset management, which enables us to deliver results and quality services to our clients. The group had 117 employees as of 30 June 2021, which is a nominal increase from the previous June. As Mike mentioned, we are very pleased to deliver adjusted EBITDA of $31.6 million for the 2021 financial year, with statutory EBITDA of $37.8 million. I take this opportunity to highlight a few key points about these results. The reduction reflects the full year impact of the redemption activity after the start of the pandemic in March of 2020 as well as the reduction in average management fee rates as a result of changes in product mix comprising total AUM. Direct performance fee revenue for the year was $13.5 million, an increase of $8 million on the previous financial year. Strong investment performance, particularly in the first half of 2021 financial year drove the significant increase. Accounting income from the NGI Strategic Portfolio was $3.7 million. However, the full benefit of the fiscal year 2021 profit sharing on the portfolio was $19.5 million, taking into account the USD 15.8 million of cash acquired in the transaction. Operating expenses, net of revenue from fund expense reimbursements and provision of office space and adding back cash lease payments, now recognized as the financing costs were stable, only increasing by USD 200,000 or less than 1% on the prior year. Increases in staff costs, primarily due to higher variable compensation were offset by cost reductions across most other expenditure areas. The 2021 financial year. It was yet another busy and challenging year. It has definitely been an exciting one in terms of growth and has laid the groundwork for even more growth by acquisitions. The NGI Group is more diversified than ever before. It is powered by high-quality earnings diversified across product, client type and geography. It is also positioned with the financial resources and capability to drive strong long-term growth. The NGI earnings profile is now highly diversified between Lighthouse and the 6 current investments in our NGI Strategic Portfolio. While Lighthouse continues to generate management fee concentrated earnings from a diverse product set and client base, the multiyear outlook of the stable well-covered preferred earnings stream from the NGI Strategic Portfolio is also extremely valuable for supporting additional acquisition growth. The Lighthouse business is well positioned for growth across multiple products and continues to invest in additional product innovation. In particular, there is strong interest in the hedge fund products, and we are actively launching additional products in the space as we see demand. The NGI Strategic managers also continue to actively launch new products and strategies creating a basis -- a sound basis for continued growth. We have had a very active pipeline of new potential strategic investment and acquisition opportunities with the Longreach Alternatives investment being the first to come to fruition. We believe there's a large opportunity set to explore and we continue to critically evaluate these opportunities to look for investments, which will fit our broader diversification strategy and generate sound future cash flows. Dyal Capital Partners has also been an excellent strategic partner in assisting us with identifying and evaluating potential transactions. I and the Board remain extremely excited about the potential for additional profit growth over the coming years, and we are very excited about the outlook for Navigator. With that, I will pass it back to Mike for the more formal part of the meeting.

Thanks, Sean. And can I say thank you for your contribution over the last year. It's -- and I'd like to add my, so I don't think anywhere else in the meeting this opportunity arise, but I'd like to extend my thanks to the whole Board who have been cooperative, friendly and very supportive, and I look forward to working with them in the coming year. But that brings us to the formal business. The formal business meeting -- matters which require a resolution and are outlined in the Notice of Meeting. The Notice of Meeting was dispatched to all shareholders, and I propose that Notice of Meeting has been taken as read. The resolutions to consideration may only be voted on by shareholders, proxy holders and shareholder company representatives. Shareholders online through the virtual meeting platform have the opportunity to ask questions on each matter being put to shareholders. Now moving to the resolutions. I propose to call a poll on each of these resolutions. After outlining each resolution, I will invite any questions and then pause to allow voting via the electronic voting cards. Votes may, of course, be submitted at any time during the meeting. The first item of ordinary business is the tabling of the financial report, the directors' report and the auditors' report for the financial year ended 30th of June 2021. The reports are laid before the meeting as required by the Corporations Act 2001 but are not the subject of a resolution. The earlier addresses, including the discussion of the company's performance -- sorry, the earlier addresses included discussion of the company's performance for the 2021 financial year. So now I'll pause for any questions on those accounts. Amber, do we have any questions?

No. No questions, Mike.

Just give it another a little while for those who may wish to ask a question. No. Okay. So now for the rest of the, not the financial accounts, can I ask shareholders to wait until the end of the meeting, and we'll take all the questions at that time. Questions may also be asked of our auditor, Rebecca Burrows in relation to the conduct of the audit, the content of the audit report, accounting policies adopted by their company and the independence of the auditor in carrying out the audit. As this relates to the financial statements, I will take questions on that matter now. Are there any questions? Okay, Amber?

No online question, Mike.

Okay.

Are there any phone questions?

We have no questions on the phone.

Okay. As there are no further questions, we'll move to the second item of business. This is the remuneration report. Under the Corporations Act 2001, listed companies are required to include as part of their director's report, a remuneration report, which includes specified information. The directors have prepared a remuneration report for the 30th of June 2021, and it is included in the annual report on Pages 22 to 31 and has been made available to shareholders. The act requires companies to put to shareholders a nonbinding vote to enable shareholders to voice their opinion on matters included in the report. The Board will consider the outcome of the vote and comments made by shareholders on the remuneration report at the meeting when reviewing the company's remuneration policies. I now put resolution 2 to the meeting being that the remuneration report for the financial year ended 30th June 2021 be adopted by passing an ordinary resolution as set out in the Notice of Meeting. Are there any questions on this? Amber?

No, no questions.

And none on the phone line?

No questions for this resolution.

Okay. So no questions. I'll pause briefly to allow you to finish voting, and then we'll move to the next side of business. And as Amber said and I said earlier, you can continue to vote through the meeting on all these resolutions. [Voting]

The next item on the agenda is the reelection and election of directors. As stated in the notice, 2 directors must retire at the AGM, and while both Andy Esteban and myself retired, only I am offering myself for reelection. Separate resolutions are put to the meeting for each director. In addition, our new director was appointed under the Rule 8.1C of the company's constitution. And in accordance with that rule, his appointment must be approved by shareholders at this meeting. The background and experience of each director as set out in explanatory notes to the notice of meeting, so I will not repeat those details. As the next resolution relates to myself, I'll hand over to Andy Esteban to chair this part of the meeting. Thanks, Andy. You're on mute, Andy.

I'm unmuted, thank you. Firstly, thanks very much for the very kind comments from both you, Mike and Sean, very much appreciated. So resolution 3a concerns the reelection of Michael Shepherd as a director of the company. Are there any questions submitted online regarding Mr. Shepherd's election?

No questions, Andy.

No questions. We get -- Okay. Are there any other questions as I'll pause briefly to allow you to finish voting? No questions online? No? Okay. On that happy note, I will pass the...

I think you might need to read the proxies lodged and the outcome.

Okay. So proxies lodged, well, for the resolution 113,322,656; open 287,775; against, 13,305,852. And there's 30,968,186 have been disregarded. So I think that's -- at this stage, it's been passed.

Okay, Thanks, Andy.

Mike. Yes.

Thank you very much, and thank you to the shareholders for their vote of confidence. The next resolution 3b, and you'll see a slide up there relates to the election of Suvan de Soysa as a director of the company. This confirms -- as I mentioned earlier, this confirms Suvan's appointment as a Director in September. As of the close of proxies, the votes for this resolution, for 125,279,657, which is 98% of those casting a vote; opened 287,775. And I should point out that as Chairman, I will -- those open in favor of the resolution. Against 1,391,237 and 30,965,800 were disregarded. On that basis, I declare the resolution carried and congratulations to Suvan. We look forward to working with you -- continuing to work with you in the coming year. I should ask -- sorry, I should have paused there for questions. Any questions on that resolution?

No, no questions, Mike.

Okay. My apologies for that. Approval of the performance rights plan. Next item of business relates to the approval of the performance right plan as we foreshadowed in previous parts of the meeting. As I said then, the main terms are set out in the Notice of Meeting. If this resolution passes, any shares issued as a result of the grant of performance rights under the performance plan will not be counted towards any future capital raising conducted by the company as an exception to ASX Listing Rules 7.1 for a period of 3 years from the date of the resolution which resolution 4 is approved. Are there any questions submitted regarding the performance rights plan? No? Then phone line. Okay. When the...

No questions from us.

Okay. Thank you. The proxies lodged in the range on resolution 4 were, for 92,380,486, which is 7% -- 97.94%; open [ 233,093 ] which, as I said, I intend to vote for the resolution; against 1,712,246; disregarded 63,598,644. I therefore declare the resolution passed. And I believe it's a big step in the -- in aligning the interest of management with those of shareholders, which is always a key issue for me anyway. Resolution 5, that resolution 4 was the approval of the overall plan. This resolution requires a shares approved grant of 305,810 performance rights to Sean McGould on the terms and conditions as outlined in the explanatory notes to the Notice of Meeting as required by Listing Rule -- ASX Listing Rule 10.14. Are there any questions submitted online regarding or by phone regarding the performance rights to the CEO?

No online questions, Mike.

Okay. Thank you.

Yes.

Okay. So on that basis, I did read out the proxy sooner?

Yes.

Thank you. Okay. On that basis, I will declare the resolution, carry. Resolution 6, approval of potential termination benefits. Resolution 6 requests that shareholders approve potential termination benefits as set out in the explanatory notes in the Notice of Meeting to eligible employees. These are a renewal of benefits approved by shareholders at the 2018 AGM. Approval is sought in accordance for sections 200b and 200e of the Corporations Act, will allow the giving of benefits to each current and future eligible senior executive as described in the explanatory notes to the Notice of Meeting. In connection with the retirement of that person from any office in the company or a related body corporate referred to in the section 200b of the Corporations Act. Are there any questions submitted online or by phone on this?

No online questions, Mike.

Okay. Thank you.

No phone question.

So those are proxies -- the votes were for 85,571,914 for, which is 90.71%; open 256,093, which I intend to vote in favor of the resolution; and against 8,506,397; disregarded, 63,590,065. On that basis, I declare the resolution, carry. Thank you. We now come to some technical changes to the constitution. The amendments cover provisions relating to execution of electronic documents, method of payment of dividends and distributions of capital, conduct of general meetings and amendments to directors' remuneration to reflect changes in the ASX listing rules. And just to add to this, the -- this includes the ability for us to have virtual meetings. And I say there's in no way...

Sorry, I might just interrupt you. That's actually the next resolution.

I beg your pardon, it's a separate one.

Yes.

Okay. Thanks, Amber. So look, are there any questions on these particular amendments to the constitution?

No online questions, Mike.

Okay. Thank you. At the close of proxies, we have for, we have 95,508,603 votes in favor, which is 98.18%; open, 279,470, which I intend to vote for; against 1,491,249; disregarded, 60,645,147. On that basis, I declare the resolution carry. These are further technical amendments to the constitution, and this concerns the approval to constituent, which would permit the company to hold general meetings in a fully virtual format. These constitutional amendments are being proposed in light of the government's stated intention to introduce permanent virtual meetings into the Corporations Act to give the company flexibility when responding to circumstances such as COVID pandemic and to reflect the developments in market practice as virtual meetings become more commonplace. I will now make a comment I tried to make earlier. This should not be construed by any intention of this company to only hold virtual meetings. It may be worthwhile in which we have done in the past, a whole hybrid meetings where directors from overseas can attend, but it is certainly not my intention to have total virtual meetings. I think face-to-face meetings with shareholders are a healthy and a much more practical way to continue these meetings. This would only be used in circumstances where -- at which we are currently in or where we have restrictions on people gathering, et cetera. So are there any questions lodged online or by phone?

No online question, Mike.

Okay. Thank you. On that basis, the votes received for 114,180,164 or 90.17%; open 1,229,470, which I intend to vote for; against, 11,215,125; disregarded 31,299,710. On that basis, I declare the resolution passed. I'd now like to open the meeting for any further questions from our meeting participants today. These can be addressed to the CEO, the auditor, myself, Amber, anyone. So have -- we have any questions, Amber?

I don't currently have any coming up online.

Let's just wait for a little while to give people a chance.

Are there any phone questions by the phone line?

We have no questions on the phone line.

Okay. Let's give it another 30 seconds. Okay. That brings us to the end of business of the meeting. As I previously mentioned, shareholders advise that they can submit their vote online until 5 minutes after the meeting closes. Ladies and gentlemen, on behalf of the Board, I'd like to thank you for support and now declare the meeting closed. And hopefully, next year, we can meet in person for those of you who can get to it. Thank you very much.

Sorry, Mike, just before we go, I did just get 1 very late question, if you'd like to.

Yes, sure. Absolutely.

Sorry. The question is asked if we can discuss the recent downturn in market. So I'm going to suggest that perhaps Sean is the correct person to address.

I certainly would like someone else to explain that rather than me. Sure.

And this is -- just to know this has been asked by Mark Hancock.

Okay. Thank you, Mark.

Sean, you're still on mute.

Sean? He might have gone off.

Can you hear me?

Yes. We can now.

I lost the video, I'm sorry. I've still got the audio.

No problem.

Because I did click to leave. No, the recent market downturn, again, we're seeing normalized results across the fund. It's just -- yes, a lot of things that were very high growth and very highly valued needed to correct. And we're seeing that correction now, particularly in the U.S., just for high growth, low profitability stocks. It's something that we thought would happen at some point, and we've really tried to minimize exposure across the board to either growth or value. Any type of stylistic bet in addition to COVID versus lockdown versus reopening types of situation. So it has been a very tricky time period in the markets. It's not surprising that we've seen this type of correction and a little bit more of a reversion to pre-pandemic levels and market activity. We're certainly seeing some tightening out of the U.S. or for tightening monitoring fiscal conditions out of the U.S., which typically leads to lower asset prices. On the flip side of that, we're seeing China possibly change their monetary and fiscal stand. So it'd be interesting to see what's transpired or what transpires throughout the year. But this was not unexpected.

Thanks, Sean. Mark, have you got any follow-up questions, if you can type quickly?

I haven't seen anything come through yet, but I did get a question of e-mail. Just asking if Sean is able to explain at a high level, just how North Rock is tracking in terms of where it sits in the business at the moment.

Yes, North Rock continues to perform well. It had a good year last year. We continue to have a robust pipeline. For North Rock, total assets and the funds are about $3.5 billion. We'd like to see that grow this year to $4.5 billion, if not $5 billion. And yes, there's a lot of activity related to North Rock, the pipeline of portfolio managers looks good. We continue to push a little bit more into Asia in the current year, which is great. Europe is strong. U.S. is strong. So I remain very optimistic about North Rock.

Thanks, Sean.

Okay. And I do have a follow-up question from Mark Hancock just asking if there's any implications for the earnings guidance, which we reaffirmed during your presentation, Mike, that we still [indiscernible] $40 million to $42 million.

Yes. And I think we'll be discussing it in more detail as well, Amber, in about 2 weeks' time, if I'm correct, 2 or 3 weeks' time at the half year results, correct?

Yes.

Sorry, I didn't quite get the question. The second -- the early part of that question.

Sorry just to ask you given the discussion Sean just had about the markets, whether we think there's any implications for the guidance that we have reiterated the $40 million to $42 million of EBITDA for '22. At this stage, given where we're at, there's no change to guidance.

I think, Mark, you can take as we have said that at an Annual General Meeting that is to the best of our knowledge at this stage. So that is up to date. Of course, it's continually reviewed. And if we believe that our forecasts are significantly at odds and significantly, what would we normally use, Amber, more than 10%?

A bit less probably, we'd be looking at implications more about over 5 to understand around both the qualitative and quantitative.

We would make an announcement. And as Sean says, we'll be reviewing that again when we have all the data in for the half year. Anything else coming, Amber?

No other questions pending.

Okay. Terrific. Well, thank you very much all again. And as I said, we look forward to seeing you next year in person, hopefully. Thank you.