Noumi Limited (NOU) Earnings Call Transcript & Summary

Thank you for standing by, and welcome to the Noumi Limited Extraordinary General Meeting. I would now like to hand the conference over to Genevieve Gregor, Chairman. Please go ahead.

Ladies and Gentlemen, Good morning. It is now 10 AM and I have been informed that a quorum is present and so I declare this Extraordinary General Meeting of shareholders in Noumi Limited open. For those I have yet to meet, my name is Genevieve Gregor, and I am the Chair of Noumi Limited. And before we begin, I would like to acknowledge the Traditional Custodians of the Country on which I am sitting today and pay my respects to their Elders past, present and emerging. I extend that respect to Aboriginal and Torres Strait Islander peoples joining the Meeting today. Today's meeting will take place as a virtual meeting which allows shareholders, proxyholders and guests to attend the meeting online. Despite the virtual setting, all shareholders and proxyholders attending online will have the opportunity to ask questions and cast votes. I am joined today by my fellow Board members, Deputy Chair, Tony Perich; Non-Executive Independent Directors, Jane McKellar and Stuart Black; and Non-Executive Director Timothy Bryan. Also attending the meeting are Michael Perich, the Group CEO; Peter Myers, the Group CFO, a number of our staff and advisers, and Scott Standen, the Company's former Company Secretary and General Counsel, who is standing in for Justin Coss today who is on annual leave. Now before we get too far into the meeting, I wanted to point out that if you lose connection to the meeting at any time, you can log back into the EGM Online platform by returning to the Link login page and following the prompts. You will then receive an automated email with a recovery link, which will re-connect you to the EGM. Alternatively, please call our share registry provider, Link Market Services on 1800-990-363 for assistance. The Notice of Meeting was published on the ASX and sent to shareholders on Thursday, 10 March 2022. I will take the Notice of Meeting and the accompanying Explanatory Statement as having been read. Today's meeting will be structured as follows; Firstly, I will provide a brief overview of the proposed capital raising and give some broader background to the resolution you are being asked to vote on today, then Scott Standen will then go through some procedural matters including how you can ask questions and submit your votes online. After that, I will open the floor for shareholders and proxyholders to ask any questions. And finally, we will run through the resolution and proceed to vote on the resolution. At last year's AGM, I noted that the Company was pursuing a 3-phase; Reset, Transform, Grow transformation strategy following the successful completion of its $265 million capital raising and recapitalization in May 2021. The Company is well progressed in the Transform stage, and we have improved governance practices, divested noncore assets and, as announced on February 22, 2022, settled the Company's dispute with Blue Diamond Grower. Although our most recent half year FY '22 results were affected by COVID-19, there were positive signs, including significant domestic and international growth in MILKLAB and other plant- based product lines. The Company is now well-equipped to pursue its ambitions in nut-based beverages in Australia and other markets through our key brands, such as MILKLAB and Australia's Own. In other words, we are ready to enter the Grow phase. So to fund the initial upfront payment of USD 17 million in connection with the US Litigation, which was paid on 17 March 2022, the Company sought interim financing from its existing convertible noteholders, who agreed to subscribe to AUD 26 million by way of a secured loan notes bridging facility. The Loan Notes were issued on the basis that they would be refinanced by the Company through the issuance of further convertible notes, which were capable of being converted into equity. It is with respect to the issuance of those further convertible notes that we meet today. The Company is intending to issue between AUD 26.4 million and AUD 27.2 million in unlisted, subordinated and secured convertible notes to its existing convertible noteholders who are sophisticated or professional investors, but excluding the Company's major noteholder, Arrovest Proprietary Limited and the Company's Directors, as that would require separate shareholder approvals under ASX Listing Rule 10.11 to participate in the capital raising. The Company is seeking to raise a minimum of $26.4 million under the capital raising, which will be used to redeem the Loan Notes and to pay the accrued interest on these Loan Notes up to 28 April 2022, being the intended issue date for the new convertible securities. Any further amounts raised up to $27.2 million will go towards the Company's balance sheet and to pay the transaction costs associated with the capital raising. While the Capital Raising is not underwritten, the Company has already received binding commitments from certain existing noteholders to subscribe for $26 million in the new convertible notes. We are now seeking the approval of you, our shareholders, to issue these convertible notes and the underlying shares on conversion of those notes. We want to have the opportunity today to hear from as many of you as possible. Today is your opportunity to ask the Board about the resolution and the proposed capital raising. Subject to the outcome of today's meeting, the Company will be lodging a formal prospectus with the Australian Securities and Investments Commission tomorrow. I will now hand over to Scott Standen, to go through the question time and voting mechanics for the meeting.

Thank you, Jim. All attendees can watch a live webcast of the meeting or join via phone. Despite the virtual setting, the company has put measures in place to ensure that all shareholders are given reasonable opportunity to participate in today's meeting. As outlined in the notice of meeting, shareholders were able to register questions in advance of the meeting. These questions have been correlated and the Chair will seek to address as many of these questions as possible. In addition, shareholders and proxies have the ability to ask questions during the meeting. [Operator Instructions] The moderator will identify each person who asks a question, read out the question and will then pass the question to the Chair of the meeting. The Chair will either answer the question or pass it to the most appropriate person to answer. Please also note that if we receive multiple questions on one topic, we will amalgamate them together. We reserve the right to rule out questions that do not relate to the business of the meeting. We will also not answer questions that are the same or substantially similar to questions that have already been answered. Otherwise, we will endeavor to answer as many of the questions asked as we can. Voting today will be conducted by way of a poll. The resolution will be passed as an ordinary resolution, meaning the resolution must be passed by more than 50% of all votes cast by eligible shareholders entitled to vote on that resolution, whether in person or proxy, attorney or corporate representative. Shareholders and proxies attending online and via the platform, shareholders and proxies attending via phone are unable to vote in today's meeting. In order to provide you with enough time to vote, polling on the resolution is now open. If you are eligible to vote at this meeting, you can click the button at the bottom of your screen to get a voting card. You will need to enter the shareholder or proxy details to register. Once you have registered, your voting card will appear with the resolution and present you with voting options. Once you have finished voting on the resolution, scroll down at the bottom of the box and click on the submit vote or submit partial voting button. You do have the ability to change your vote up until the time voting ends, which is 5 minutes after the close of the meeting. At the conclusion of the meeting, a red bar with a count-down time will appear at the top of the screen revising the remaining voting time. If you have any questions about casting a vote online, please refer to the virtual meeting online guide or please call Link Market Services on 1800-990-363 for assistance. Finally, the results of the polls will not be available until after the close of the meeting and will be announced on the ASX and posted on the company's website as soon as reasonably practical after the meeting closes. Are there any questions on the procedures of the meeting?

We have no questions.

Thank you. As there are no questions about the procedures for the meeting, I'll pass back to your Chair, Genevieve Gregor.

Thank you, Scott. I just wanted to correct one comment I made that the prospectus will be issued tomorrow. Tomorrow being Saturday is not the correct day, it will be issued on Monday. Thank you. So I will now open the floor to any questions relating to the resolution to be put to the members today. The moderator will identify each person who asks the question, read out the question and then pass it to me as Chair. I reiterate that this is the only opportunity to ask questions today prior to voting on the resolutions. So if you have any questions, please either send them or via the phone lines. Thank you.

Chair, there are no questions at this time.

Maybe we just might wait a little bit longer. Okay. Are there any questions that have come through?

No Chair, no questions at this time.

Well, thank you for listening. And as there are no further questions relating to the business before the meeting at this time, we'll now move to put those matters to the members for determination. So as indicated in the notice of meeting, the deadline for the lodgment of proxy forms was 10 AM on Wednesday, the 6th of April, 2022. As indicated on the proxy form, I intend to vote all undirected proxies given to me in favor of the resolution. I will now move to the resolution. I will now formally move the resolution as set out in the notice of meeting, which invites you to approve the issuance of up to $27.2 million Tranche B Notes to eligible noteholders under the capital raising for the purposes of ASX Listing Rule 7.1. The resolution also invites you to approve the issue and allotment of shares on the conversion of those Tranche B Notes on the terms set out in the explanatory statement accompanying the notice of meeting. The resolution is now displayed on the next slide, allowed in the moment on the next slide by the results of the valid proxies received by the company for this resolution. You are excluded from voting on this resolution if you're an eligible noteholder or you are any of your associates will benefit from the proposed issue, except for benefiting solely by the reason of being a shareholder. Our full voting exclusion statement is set out in the Notice of Meeting. Please ensure you read the voting exclusion statement carefully before casting your votes. I now invite you to vote on the resolution. If you vote on this resolutions by being excluded, the company will be entitled to disregard your vote. That completes the voting of the formal business for this meeting. Voting on the online platform will end 5 minutes after the close of the meeting. There is no further business to be conducted. Results of the poll voting will be announced to the ASX as soon as possible after this meeting and will also be posted on the company's website. I now declare the meeting closed. And in doing so, thank you for your attendance today. Thank you very much.

That does conclude our conference for today. Thank you for participating. You may now disconnect.