Pioneer Credit Limited (PNC) Earnings Call Transcript & Summary

Thank you for standing by. And welcome to the Pioneer Credit Limited General Meeting. I would now like to hand the conference over to Mr. Michael Smith, Chairman. Please go ahead.

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 today, the Boonwurrung and Wurundejeri Woiwurrung people of the Eastern Kulin nation. And the traditional owners of the land on which my colleagues are on today in Perth on the Whadjuk people of the Noongar nation, and we recognize their continuing connection to land, waters and culture. And 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 and Peter Hall and Stephen Targett. As you're aware from the notice of 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 13 ordinary resolutions to be discussed. But before the meeting begins, there are a few housekeeping matters. Please ensure that you have followed the directions on Link Group's virtual meeting online guide, and that you have registered to vote by clicking 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, who are not eligible to vote or ask questions, but are very welcome as observers. For shareholders, once you have registered, you may submit a question by clicking on the Ask a Question button, typing your question and clicking submit or alternatively, those who have contacted linked prior to the meeting, have been verified and obtained a personalized pin, may ask a question or make a comment via telephone. In that regard, please wait for instructions from the moderator. We'll 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 bought forward for discussion. 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 the receipt of proxies, which was at 9 a.m. Australian Western Standard Time on Tuesday, the 10th of May 2022. I'll now move to the business of the meeting. Ladies and gentlemen, in accordance with subsection 5F of the Corporation's coronavirus economic Response Determination from 2020, a link was provided to shareholders on the 11th of April 2022 to download the company's notice of general meeting. A copy of the notice is available on our Investor Relations website and the ASX Announcements page. If there are no objections, I propose the Notice of Meeting be taken as read. I confirm that there is a quorum present. Therefore, the meeting is properly constituted, and I declare the meeting open and move to the business of the meeting. Resolutions 1 and 2, the issue of shares and options under the priority offer and management offer. Resolutions 1 and 2 seek to issue shares and options under the priority offer and the management offer as contained in the prospectus lodge with ASX on the 19th of April 2022 on the same terms that are provided to institutional and professional investors in the placement conducted by the company on the 9th of March 2022. I now put the resolution 1 to the meeting. That for the purpose of ASX Listing Rule 7.1 and for all other purposes, the issue of up to 9,090,909 shares under the priority offer and management offer as more fully described in the explanatory statement be approved. The directors unanimously recommend that the shareholders vote in favor of resolution 1. Proxy votes are displayed on the screen. I now ask Pioneers Company Secretary, Sue Symmons to advise if there are any questions received on the online platform.

No questions, Chairman.

Do we have any questions received by telephone?

No questions via the phone, Chairman.

Thank you. As there are no questions and voting will be conducted by a poll, I will now move to the next resolution. I now put Resolution 2 to the meeting. Subject to resolution 1 being passed, that for the purposes of ASX Listing Rules 7.1 and for all other purposes, approval is given for the issue of 9,090,909 options under the priority offer and the management offer as more fully described in the explanatory statements to be approved. The Board unanimously recommends that shareholders vote in favor of Resolution 2. Proxy votes are displayed on the screen. Sue are there any questions received on the online platform?

No question. Thank you.

Do we have any questions received by telephone?

No questions via the phones.

Thank you. As there are no questions and voting will be conducted by a poll, I'll now move to the next resolution. That is resolution 3, the issue of options under the placement options offer. Under recent placement, the company issued 20,636,361 shares to professional and institutional investors. Those shares were to be issued under the company's placement capacity under ASX Listing Rule 7.1 and 7.1A and subject to shareholder approval with an attaching option on the terms previously described. Resolution 3 seeks approval of those attaching options to the placement participants. I now put resolution 3 to the meeting. That, for the purpose of ASX Listing Rules 7.1 and for all other purposes, the issue of up to 20,636,361 options under the options offer as more fully described in the explanatory statement be approved. The directors unanimously recommend shareholders vote in favor of Resolution 3. Proxy votes are now displayed on the screen. Sue are there any questions received on the online platform?

No questions received, Michael.

Thank you, Sue. Do we have any questions by telephone?

No questions via phone.

As there are no questions and voting will be conducted by a poll. I will now move to the next resolution, which are resolutions 4-9 related party participation in the priority offer. Non-executive Directors, Michelle d'Almeida, Stephen Targett and myself are seeking to participate in the priority offer on the same terms as eligible shareholders as set out in the prospectus. ASX listing rules require shareholder approval where a public company gives a financial benefit to a related party. And as mentioned, the shares and options to be issued to the nonexecutive directors is being done on the same terms as the issues to placement participants and eligible shareholders. As the resolutions 4 and 5 are for these of shares and options to myself, I'll now hand the Chair to Keith John, Managing Director.

Thank you, Michael. I'll now put Resolution 4 to the meeting. That, for the purposes of ASX Listing Rule 10.11 and for all other purposes, the issue of up to 72,727 shares to Michael Smith or his nominee under the priority offer as more fully described in the explanatory statement be approved. The directors, other than Mr. Smith, unanimously recommend that shareholders vote in favor of Resolution 4. Proxy votes are displayed on the screen. Sue, are there any questions received on the online platform.

No questions received.

Thank you, Sue. Do we have any questions received by telephone?

No questions via the phones.

As there are no questions, I will now put Resolution 5 to the meeting. Subject to resolution 4 being passed, that for the purposes of ASX listing rule 10.11 and for all other purposes, the issue of up to 72,727 options to Michael Smith or his nominee under the priority offer as more fully described in the explanatory statement be approved. The directors, other than Mr. Smith, unanimously recommend that shareholders vote in favor of Resolution 5. Proxy votes are displayed on the screen. Sue, are there any questions received on the online platform?

No questions.

Thank you, Sue. Do we have any questions received by telephone?

No phone questions have been received.

As there are no questions, I will hand the chair back to Michael.

Thank you, Keith. We'll now put resolution 6 to the meeting that for the purposes of ASX Listing Rule 10.11 and for all other purposes. The issue up to 36,363 shares to Michelle d'Almeida or her nominee under the priority of it as more fully described in the explanatory statement be approved. The directors, other than Ms. d'Almeida unanimously recommend that shareholders vote in favor of resolution 6. Proxy votes are displayed on the screen. Sue, are there any questions received on the online platform.

No questions, Michael.

Thank you, Sue. Do we have any questions received by telephone?

No phone questions have been received.

As there are no questions, I will now put Resolution 7 to the meeting subject to resolution 6 being passed. After the purposes of ASX Listing Rule 10.11 and for all other purposes, the issue of up to 36,363 options to Michelle d'Almeida or her nominee under the priority offer as more fully described in the explanatory statement be approved. The directors other than Ms. d'Almeida unanimously recommend that shareholders vote in favor of Resolution 7. Proxy votes are now displayed on the screen. Sue, are there any questions received on the online platform?

No, Michael. Thank you.

Thank you, Sue. Do we have any questions received by telephone?

No phone questions at this time.

As there are no questions, I will now put resolution 8 to the meeting that for the purpose of ASX listing at 10.11 and for all other purposes, the issue of up to 163,363 shares to Stephen Targett or his nominee under the priority of them as more fully described in the explanatory statement be approved. The directors, other than Mr. Targett unanimously recommend that shareholders vote in favor of Resolution 8. The proxy votes are now displayed on the screen. Sue, are there any questions received on the online platform.

No questions.

Thank you, Sue, do we have any questions received by telephone?

No phone questions at this time.

As there are no questions, I'll now put Resolution 9 to the meeting. Subject to Resolution 8 being passed that for the purposes of ASX Listing Rule 10.11 and for all other purposes, the issue of up to 136,363 options to Stephen Targett or his nominee under the priority offer as more fully described in the explanatory statement be approved. The directors other than Mr. Targett unanimously recommend that shareholders vote in favor of Resolution 9. Proxy votes are now displayed on the screen. Sue, are there any questions on the online platform?

No questions.

Thanks, Sue. And do we have any questions by telephone?

No phone questions at this time.

Thank you. As there are no questions, I'll now move to Resolutions 10 and 11. Those are related party participation in the management offer in addition to nonexecutive director participation, Managing Director, Keith John, wishes to participate in the management offer on the same terms as the other key management personnel for up to 2,727,273 shares and attaching options. That is, to the extent, the chairs and options have not taken up by eligible shareholders and invite who are not directors under the priority of a prior to the closing date of the priority offer 30th of May 2022 and as further explained in the prospectus. Resolutions 10 and 11 seek shareholder approval for the purposes of ASX listing rule 10.14, for the issue of shares and options. I'll now put the resolution 10 to the meeting. That for the purposes of ASX listing rule 10.14 and for all other purposes, the issue of up to 2,727,273 shares to Keith John or his nominee under the management offer, as more fully described in the explanatory statement be approved. The directors other than Mr. John unanimously recommend that the shareholders vote in favor of resolution 10. The votes are displayed on the screen. Sue, are there any questions received on the online platform?

No questions.

Thank you, Sue. And do we have any questions by telephone?

No phone questions at this time.

Thank you. As there are no questions, I now put Resolution 11 to the meeting subject to resolution 10 being passed that for the purposes of ASX Listing Rule 10.14 and for all other purposes, the issue of up to 2,727,273 options to Keith John or his nominee under the priority offer as more fully described in the explanatory statement be approved. The directors other than Mr. John unanimously recommend that shareholders vote in favor of Resolution 11. Proxy votes are displayed on the screen. Sue, are there any questions received on the online platform?

No questions.

Thank you, Sue. Do we have any questions by telephone?

No phone questions at this time.

Thank you. As there are no questions, I'll now move to the final resolutions, Resolutions 12 and 13 the ratification of previous issue of shares under ASX Listing 7.1. Under resolutions 12 and 13, the company seeks shareholder approval under ASX Listing 7.4 of the issue of 30,636,361 shares issued under the place of institutional and sophisticated investors as announced on the 9th of March 2022. Under Resolution 12, the company seeks shareholder approval for 12,386,090 shares under the company's 15% placement capacity that's ASX Listing Rule 7.1 and 8,250,271 shares under Resolution 13 under the company's additional 10% placement capacity and that is ASX listing rule 7.1A. I'll now with the resolution to the meeting. After the purposes of ASX Listing Rule 7.4 and for all other purposes, the issue of 12,386,090 fully paid ordinary shares for institutional and sophisticated investors on the 16th of March 2022, as more fully described in the explanatory statement be approved. The directors unanimously recommend that shareholders vote in favor of Resolution 12. Proxy votes are now displayed on the screen. Sue, are there any questions received on the online platform?

No questions. Thank you, Michael.

Thank you, Sue. Do we have any questions by telephone?

No phone questions at this time.

As there are no questions, I now put Resolution 13 to the meeting that for the purposes of ASX Listing Rule 7.4 and all other purposes, the issue of 8,250,271 fully paid ordinary shares to institutional and sophisticated investors on the 16th of March 2022, as more fully described in the explanatory statement be approved. The directors unanimously recommend that shareholders vote in favor of Resolution 13. Proxy votes are displayed on the screen. Sue, are there any questions received on the online platform?

No questions. Thank you.

Thank you, Sue. And do we have any questions by telephone?

No phone questions at this time.

As there are no questions, I will now move to the poll. Ladies and gentlemen, the company has adopted the ASX Corporate Governance 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 has 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 resolutions to be voted on will be displayed. You will 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 complete -- I'll then click the submit details and vote them. Online voting will end 5 minutes after the close of the meeting. The results of 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 being brought forward to be transaction. As there is no other business, that concludes the proceedings of this general meeting of Pioneer Credit Limited, and I thank you again for attending and declare the meeting closed.