Propel Funeral Partners Limited (PFP) Earnings Call Transcript & Summary

Ladies and gentlemen, thank you for standing by, and welcome to the General Meeting of Shareholders of Propel Funeral Partners Limited. I would now like to hand the conference over to the company's Chairman, Mr. Brian Scullin. Thank you, and please go ahead.

Thank you. Good morning, everyone. I am Brian Scullin, Independent Chair and Non-Executive Director of Propel Funeral Partners Limited. On behalf of the Board, I welcome you to this General Meeting of Shareholders, which is being conducted through a virtual meeting platform provided by Link, our share registry provider. We hope that by holding a virtual meeting, we can assist in further reducing the spread of COVID-19 virus and encourage greater participation and engagement among our shareholders, particularly in the light of current lockdowns. If we do experience any technical issues today, a short recess or adjournment may be required. With me online and joining from Sydney and Hobart are your other Independent Non-Exec Directors, Naomi Edwards and Jonathan Trollip; as well as Managing Director, Albin Kurti; and Executive Director and Company Secretary, Fraser Henderson; also our online Lise Gladstone, our Head of Finance; and representatives from Link. The time is now 10:30, and as a quorum is met, I declare the meeting open. As set out in the notice of meeting in terms of formal matters of the meeting, both resolutions to be considered today will be decided on a poll. In order to provide everyone with an opportunity to vote, and in case anyone cannot stay for the whole meeting, I now formally declare that poll is open on both items. And the poll will remain open until I declare it closed. Please note that only shareholders, property holders and shareholder company representatives may vote on today's resolutions. The online platform is now open for shareholders' questions. [Operator Instructions] I encourage shareholders to send their questions through as soon as possible. I'll now briefly run through the agenda for today's meeting. Firstly, I'll explain why the meeting has been convened; secondly, I'll discuss the proposed internalisation of Propel, which is the proposal that will be voted on at today's meeting. And finally, I'll move to the formal business of the meeting, at which point, I'll invite questions on the two resolutions to be voted upon. So today's meeting has been convened to consider the proposal to internalize the key management functions of Propel and resolutions to implement that proposal, including changes to the constitution. A notice of meeting and explanatory memorandum, which describes the internalisation proposal, the change -- proposed changes to the constitution and the resolutions was made available to shareholders on 22 June 2021. The explanatory memorandum sets out in detail the nature of the internalisation proposal and the independent directors' view on its advantages and disadvantages. I do not propose to go into that level of detail in this meeting. However, at a high level, the proposal involves the management agreement being terminated. Albin Kurti, Fraser Henderson and Lilli Gladstone, who I will refer to in this meeting as the executives become employees of Propel, the transfer of intellectual property from the manager and its offices and employees to the company, amendments to the constitution and amendments to the voluntary escrow arrangements relating to approximately 15% on of the company's issued shares, which are held by an associated entity of the manager. The proposal that shareholders have been asked to vote on is essentially to approve the proposed internalisation of all services delivered under the management agreement, including key senior management functions and the termination of the management agreement. Shareholder approval is required by virtue of the fact that the manager is considered to be a related part of Propel for the purposes of listing rules. The termination fee that has been negotiated by the independent directors is $15 million, which following completion will remove the obligation on the company to pay fees to the manager, including uncapped potential performance fees. Nominal consideration is payable in connection with the assignment of the intellectual property. The executives will receive remuneration pursuant to their executive service agreements, summaries of which were provided in the notice of meeting and explanatory memorandum. The termination fee will be funded 50% in cash through the use of Propel's existing funding lines, and 50% in equity through the issuance of new shares, which will rank pari passu with the company's ordinary shares currently on issue. The new shares will be issued at $3.25 each, representing the 30-day volume-weighted average price prior to the announcement of the date of the proposed internalisation. The Notice of Meeting and explanatory memorandum explains in detail the process that the independent directors undertook in order to unanimously recommend the shareholders vote in favor of Resolution 1, to approve the internalisation. Each independent director has voted their holdings in favor of the internalisation. Internalising the management of Propel will align with more standard management structures for ASX-listed operating entities and that's expected to increase investor participation, provide corporate governance and financial benefits while ensuring continuity of the company's strategy, its Board and its management. In that regard, it has been encouraging to see the company's share price and liquidity increase since the announcement of the proposed transaction on 31 May 2021. As required under the listing rules, an independent expert was engaged to provide an opinion regarding the fairness and reasonableness of the terms of the proposed transaction to the shareholders of the company that are not associated with the manager or the managers shareholders. The independent expert, BDO Corporate Finance concluded that the proposed transaction is not fair but reasonable to the nonassociated shareholders and that on balance the advantages of approving the transaction outweigh the disadvantages of approving it. I can confirm that since the notice of meeting and explanatory memorandum was made available to shareholders, the independent directors have not received any alternative proposals in relation to Propel. So we now come to the formal part of the business that is requiring resolution, which are outlined in the notice of meeting. Before moving to the specific resolutions, I note the following: The resolutions for consideration today may only be voted by shareholders, proxy holders and shareholder company representatives. At this meeting, there is one ordinary resolution that must be passed to approve the internalisation. This is Resolution 1. I confirm that associated entities of the manager are not entitled to vote nor have they voted on Resolution 1. There is one special resolution to approve the proposed amendments to the constitution, this being Resolution 2, will only be relevant if Resolution 1 passes. Although shareholders are being asked to vote on both resolutions today, Resolution 2 will not be relevant unless Resolution 1 is passed. The poll on the 2 resolutions has already been opened. And as I said earlier, we'll remain open until I call the poll to a close. If you are a shareholder or represent a shareholder, please ensure that you vote now if you haven't already. The company's registry, Link Market Services Limited, is appointed to act as scrutineer and returning officer for the purpose of the polls. Subject to any applicable voting restrictions, the Board recommends that shareholders vote in favor of both resolutions. Any directed vote proxies that are not voted at the meeting will automatically default as the Chairman, and I am required to vote those proxies as directed. Any open proxies that have been received by me as the Chairman of the meeting or the other directors will be closer in favor of each resolution. Shareholders have the opportunity to ask questions on each matter being been put to the shareholders. In terms of proxies received prior to the meeting, they are now displayed on the screen. As you can see, votes received prior to the cutoff time in relation to the 2 resolutions, requiring a shareholder vote at today's meeting are overwhelmingly in favor of each resolution. I'll now introduce the items of business on the formal agenda of the meeting. So Resolution 1. The first item of business is Resolution 1 regarding approval of the termination of the management agreement as set out in the notice of meeting. At this time, I'd like to invite shareholders to ask questions regarding Resolution 1. So Fraser, as our company Secretary, I'll ask, are there any questions online in relation to Resolution 1?

Brian, there's no questions online in respect to that resolution.

Okay. So with no questions, I now formally propose Resolution 1, which is specified in the Notice of Meeting. So please now select either for, against or abstain in relation to Resolution 1. Resolution 2, we now move to Resolution 2 regarding the amendments to the company's constitution as set out in the notice of meeting. As mentioned earlier, Resolution 2 will only be relevant if Resolution 1 passes. So at this time, I'd like to invite shareholders to ask questions regarding Resolution 2. So again, Fraser, as our company Secretary, I'll ask, are there any questions online in relation to Resolution 2?

No, Brian, no questions on that resolution, either.

Okay. Thanks, Fraser. So with no questions, I now formally propose Resolution 2, which is also specified in the Notice of Meeting. So please now select either for, against or abstain for Resolution 2. Shareholders are reminded they can submit their vote online now. Voting will close in 5 minutes. We'll hold an intermission now to make sure all shareholders have an opportunity to submit their vote online. [Voting]

Brian, that concludes the 5 minutes.

So thank you, Fraser. So I now declare the poll closed. Thank you, Will. Before I perform and close to me, I just want to confirm that the voting results will be announced by the ASX later today, and that will be made available on the Investors section of Propel's website. So there being no further business at today's meeting, I now declare this general meeting closed. I thank shareholders for your attendance and participating in the meeting and for their continued support of Propel. Please keep safe, and we look forward to hopefully seeing you at the AGM later this year, if not before. Thank you.