Pioneer Credit Limited (PNC) Earnings Call Transcript & Summary

Good morning, and welcome to Pioneer Credit's General Meeting. My name is Michael Smith, and I am the Chairman of the Board and Chairman of this meeting. I'd like to acknowledge the traditional owners of the land on which I am at today, the Whadjuk people of the Noongar nation, and recognize their continuing connection to land, waters and culture. We pay our respects to their Elders, past, present and emerging. I also acknowledge my fellow directors who are with me today: Managing Director Keith John; and Non-Executive Directors Andrea Hall, Michelle d'Almeida, Peter Hall and Stephen Targett. As you're aware from the notice of the meeting, the meeting is being conducted as a live audio webcast, allowable under various measures put in place during the COVID-19 pandemic. There are 4 resolutions to be discussed, including an amendment to our constitution, which requires a 75% approval. But before the meeting begins, there are a few housekeeping matters. Please ensure that you have followed the instructions on Link Group's Virtual Meeting Online Guide and have registered to vote by clicking on the Get a Voting Card button. As this is a meeting of Pioneer Credit Limited shareholders, only shareholders, their appointed proxies or corporate representatives are entitled to ask questions or vote. For those visitors who have joined us, you are not eligible to vote or ask questions but are very welcome as observers. [Operator Instructions] We will do our best to answer all questions during the meeting. So please keep these questions or comments concise to ensure as many questions as possible are answered. You will be given the opportunity to ask questions in relation to each of the resolutions to be considered by the meeting when they are brought forward for consideration. All resolutions will be voted on by a poll. Each resolution will be read. Proxy votes will be presented, and shareholders will be given the opportunity to ask questions. The poll will then be undertaken and the meeting closed. The results of the poll will be provided to the ASX following this meeting. Proxy votes for each resolution will be as at the closing time for receipt of proxies, which is at 10:00 a.m. AWST on Sunday, 19 December 2021. I'll now move to the business of the meeting. Ladies and gentlemen, in accordance with subsection 5(f) of the Corporations Coronavirus Economic Response Determination (1) 2020, a link was provided to shareholders on 19 December 2021 to download the company's notice of general meeting. A copy of the notice is available on our Investor Relations website and the ASX announcement page. If there are no objections, I propose the notice of meeting be taken as read. I confirm there is a quorum present. Therefore, the meeting is properly constituted, and I declare the meeting open and move the business of the meeting. Resolution 1 seeks to amend the constitution to allow for hybrid and virtual meetings. Background information and the effect of the proposed amendments are set out in the notice of meeting. I now put the resolution to the meeting, that in accordance with section 1362 of the Corporations Act, the company's constitution be modified as set out in the explanatory statements. The directors unanimously recommend that shareholders vote in favor of resolution 1. Proxy votes are now displayed on the screen. Are there any questions on this matter? As there are no questions and voting will be conducted by a poll, I'll now move to the next resolution. Resolution 2 seeks to ratify the issue of 7,066,800 fully paid ordinary shares issued under the company's 15% placement capacity under ASX Listing Rule 7.1 in November 2021 as part of the recent equity issue at $0.60 a share. As per the notice of the meeting, the shares were issued to institutional and high net worth individuals, including advisers to the company and a former financier. The effect of this ratification will be that the company's 15% capacity under ASX Listing Rule 7.1 is refreshed, providing the company with maximum flexibility to undertake equity raisings without the need for further shareholder approval. Further information is contained in the notice of meeting. I now put the resolution to the meeting, that for the purposes of ASX Listing 7.4 and for all other purposes, the issue of 7,066,800 fully paid shares, as more fully described in the explanatory statement, be approved. The Board unanimously recommend that shareholders vote in favor of resolution 2. Proxy votes are now displayed on the screen. Are there any questions on this matter? As there are no questions and voting will be conducted by a poll, I'll now move to the next resolution. Resolutions 3 and 4 issues of shares to Keith John, Managing Director. Resolutions 3 and 4 relate to the issue of shares to Keith John. In particular, resolution 3 relates to Mr. John's participation in the recent equity issue, and resolution 4 relates to an exchange of these medium-term notes for shares. Shareholder approval is required where it relates to a related party of the company as Managing Director Keith John is a related party. The notice of the meeting provides further information in relation to these resolutions. I now put resolution 3 to the meeting, that for the purpose of ASX Listing 10.11 and for all other purposes, shareholders approve the issue of 1,099,867 fully paid ordinary shares to entities associated with Mr. Keith John on the terms and conditions set out in the explanatory statement, which accompanies and forms part of this notice of meeting. The directors, other than Mr. John, unanimously recommend that shareholders vote in favor of the issue of 1,099,867 shares. The proxy votes are displayed on the screen. Are there any questions on this matter? As there are no questions and voting will be conducted by a poll, I will now move to the next resolution. Resolution 4 issues of shares to Keith John, Managing Director, in consideration for medium-term notes. As mentioned previously, resolution 4 relates to Mr. John's medium-term note swap for shares. I now put the resolution 4 to the meeting, that for the purposes of ASX Listing Rule 10.11 and for all other purposes, approval is given to the company to issue 833,333 shares to Midbridge Nominees Pty Ltd, an association -- an entity associated with Mr. Keith John, at a deemed issue price of $0.60 per share in consideration for the $500,000 worth of notes held by Midbridge Nominees Pty Ltd on the terms and conditions set out in the explanatory statement. The directors, other than Mr. John, unanimously recommend that shareholders vote in favor of the medium-term note swap. Proxy votes are now displayed on the screen. Are there any questions on this matter? As there are no questions and no further resolutions, I will now move to the poll. Ladies and gentlemen, the company has adopted ASX Corporate Governance Council guidelines, which recommends that a poll be called on all substantive resolutions. In this instance, it is appropriate that all resolutions be conducted by poll pursuant to the requirements of the law and the company's constitution. Link Market Services Limited have been appointed by Pioneer as returning officer for the poll. Shareholders may click on the Get a Voting Card button. Once your voting card appears, all the resolutions will be voted on -- will be displayed. You may need to use the scroll bar on the right-hand side of the voting card to view all resolutions. Please follow the prompts on the line to complete the voting card and then click the Submit Details and Vote button. The proxy votes I hold as a nominated proxy for shareholders in relation to each resolution are displayed on the screen. Online voting will end in 5 minutes after the close of the meeting. The results of the poll will be released to the ASX later today and posted on our website. In accordance with the company's constitution, I confirm that there is no other business brought forward to be transacted. As there is no further business, that concludes the formal proceedings of this general meeting of Pioneer Credit Limited, and I thank you again for attending and declare the meeting closed.