Oneview Healthcare PLC (ONE) Earnings Call Transcript & Summary

Thank you for standing by, and welcome to the Oneview Healthcare Plc Extraordinary General Meeting. [Operator Instructions] I would now like to hand over to Mr. James Fitter, CEO. Please go ahead.

Thanks, Rachel. Good morning, ladies and gentlemen. My name is James Fitter, Oneview's CEO, and I'm very happy to welcome you into this Extraordinary General Meeting of Oneview Healthcare Plc. In accordance with the company's constitution, I have been appointed by the directors to act as Chairman of this EGM. And with me here in the boardroom is Helena D’Arcy, our Company Secretary. The company considers the health, safety and well-being of shareholders and colleagues to be a priority and therefore continues to implement government restrictions advised to minimize the spread of COVID-19 in relation to the holding of the EGM. It is therefore necessary to hold today's EGM with limited attendance. As laid out in the notice of meeting, we've asked people not to attend the physical EGM and to instead avail of the established and existing proxy voting services in order for your vote to count, to take the opportunity to submit in advance any questions you'd like addressed at this EGM and to avail of the teleconferencing facility to listen to the business of the meeting. Thank you all for your cooperation supporting our compliance in these difficult circumstances. The time is now just after 7:00 a.m. in Dublin, and under Article 54 of the company's constitution, the quorum for this meeting is one person. As I've been appointed proxy for CHESS Depository Nominees Pty Ltd, the company's statutory shareholder, I can confirm that the quorum has been validly constituted. The business is properly before the meeting and the meeting may proceed to business. Voting will then take place via statutory shareholder through me as Chair of this meeting in accordance with the wishes of our CUFS holders as set out in duly completed, returned and verified voting instruction forms in the manner outlined in the notice of the meeting. The business of the EGM, the background context to this EGM is the current equity capital raise. As you'll be aware, subject only to approval of the company's shareholders, the company recently concluded a placement of 74.074 million shares to raise gross proceeds of AUD 20 million, placing the company in a strong position to capitalize on the first-mover advantage it is enjoying with its cloud-based Care Experience Platform. Resolution 1 in the notice of EGM contains the approval required for shareholders to facilitate completion of that placement. In addition, the company had originally proposed to raise further amounts under a concurrent security purchase plan, or SPP, assuming the Board is satisfied with pricing and market conditions. Resolutions 2 and 3 in the notice of EGM relate to that SPP. As you'll be aware from our announcement to the market ahead of this EGM, having considered the pricing applicable to the SPP, the directors have exercised their discretion to withdraw of the SPP offer. For that reason, the Board has decided to formally withdraw Resolutions 2 and 3 from the business of this EGM on the grounds of redundancy. I'm sure shareholders will understand this change to our business today, and subject to any questions which you may have, I'll formally take it as acknowledged by the meeting. Accordingly, the remaining purpose and sole business of today's meeting is to consider resolution 1 set out in the notice of the EGM, which was sent to shareholders on the 24th of November 2021. The meeting will be restricted to that business as set out in such notice. Shareholders were invited to submit questions prior to the commencement of this meeting by post to the Company Secretary, together with evidence of their shareholding. And as of 7:00 this morning, I think on the 15th of December, the final date for receipt of the questions, no questions have been received. However, before we proceed to the formal business, I will pause to take any questions from shareholders on the business before the meeting. I'd remind those on the line that the purpose of today's meeting is specifically to consider the business of the resolutions contained in the notice, and therefore, questions are necessarily limited to these matters. If there are any detailed supplementary questions, please direct them in writing to the Company Secretary at the company's registered office as per the Investor Relations section of the company's website or by the email address, [email protected]. Are there any questions from shareholders on the resolutions before the meeting today at this time? If there are no further questions, I'll now move to the formal business of the meeting. There is one resolution now before this EGM, full details of which is set out at the notice of the meeting in accordance with Article 61 of the company's constitution. As Chairman of the meeting, I hereby call for voting by poll on this resolution. Resolution 1 is an ordinary resolution which, in order to be passed, must be approved by a simple majority, being 50% plus 1 vote of those voting. Every ordinary shareholder or CUFS holder who has completed a voting instruction form shall have one vote for every ordinary share or CUFS at which he or she is the holder. I have been appointed as proxy in respect of 197,515,483 shares. The voting instructions delivered by all of our CUFS holders' voting have been verified by the registrars, Computershare, by reference to the register of members, the CUFS register and a list of authenticated voting instruction forms received by the company. I now cast the votes in respect of those 197,515,483 shares on resolution 1. In accordance with the voting instructions as verified by Computershare, no further votes are to be cast, and I declare the poll closed. I confirm that resolution 1 has been passed by an excess of 99.8% of the votes cast. The full result of the poll, including the total of the votes cast for and against the resolution and the extensions, will be published following this meeting through our normal regulatory news services and on the company website. That concludes the business of the meeting, and I'd like to thank you all for your attendance today.