Qube Holdings Limited (QUB) Earnings Call Transcript & Summary

Good morning, and welcome to the Scheme Meetings of Qube Holdings Limited. These important meetings relate to the proposed scheme of arrangement under which Rubik Australia Proprietary Limited has agreed to acquire all of the issued shares in Qube. The Scheme Meetings have been convened pursuant to orders of the Supreme Court of New South Wales made on the 23rd of April 2026. This morning, we are holding the Scheme Meetings of Qube. First, we will hold the General Scheme Meeting at which all Qube shareholders other than UniSuper will be able to vote. We will then hold the UniSuper Scheme Meeting at which only UniSuper will be able to vote. And as it's now past 11:00 a.m., and I advise that we have the necessary quorum is present, I declare the General Scheme Meeting open. We are conducting this meeting as a hybrid meeting from the offices of Allens in the Sydney CBD in a beautifully revamped AMP building, which is great to see. I table the scheme booklet, which contains the notices of Scheme of Meetings and independent experts report released to the ASX on the 23rd of April 2026 and dispatched to shareholders on the 1st of May. The scheme booklet has been made available to Qube shareholders prior to today's meeting, and a copy can also be accessed on the Qube website. For shareholders joining online, the scheme booklet is also available in the online meeting platform by selecting the documents icon. All members of the Qube Board are with us today. Seated here with me in the front is Managing Director, Paul Digney; the Non-Executive Directors, James Fazzino, Jill Hoffmann, Stephen Mann, Mick McCormack, Alan Miles and Lindsay Ward. Also joining me in the front is Emily McCaffery, who is the Company Secretary of Qube. Joining us in the audience are representatives of Qube's senior executive team. We have William Hara, our General Counsel and Company Secretary; Mark Wratten, the Chief Financial Officer; John Digney, the Director of Logistics and Infrastructure; Michael Sousa, Director of Ports; and Todd Emmert, the Director of Bulk. Emily Link, the Director of People, Culture and Safety; and Shane Collins, Director of Strategy and Development, are also present, as is Ben Pratt, the Director of Corporate Affairs, who will assist in facilitating the Q&A later in the meeting. Today is a significant day in the history of Qube. Today, shareholders being asked to vote on the proposed scheme of arrangement under which Rubik has agreed to acquire all of the issued shares in Qube. Qube has grown successfully since its foundation in 2006 to become the leading logistics solutions provider today with operations across Australia, New Zealand and the Asia Pacific region. We have grown during this time from approximately 150 employees and 30 sites to over 10,000 employees in more than 200 locations. The total payment of $5.20 cash per Qube share represents an attractive premium at the time of relative Qube share price strength. This underscores the value that has been created over the past 20 years by the Qube team for Qube shareholders. On behalf of the Board, I commend and thank our employees for their dedication, capability and commitment to this successful achievement, which has culminated in the proposed scheme being presented today for shareholders to realize value in their investment in Qube. As outlined in the notice of the General Scheme Meeting included in the scheme booklet, the vote of the general scheme resolution will be conducted by a poll, and I now declare the poll open. You can submit your votes at any time before I close the poll. And I will provide notice before closing that poll. The result will be declared and released to the ASX later today. As Chairman of today's meeting, I will vote all proxies made available to me in favor of the General Scheme resolution. Qube shareholders participating via the online platform may vote during the meeting by selecting the Vote icon. Instructions on how to do this are displayed on the screen. Please note that if you cast a live vote at today's meeting, any vote previously submitted will be overwritten. If you have previously appointed a proxy or submitted a direct vote when logging into the online platform of the General Scheme Meeting, you would have been presented with the option of either to revoke or retain your proxy appointment or direct vote instruction. If you revoked your appointment of a proxy or direct vote, you will be able to participate in and vote at this meeting. However, if you choose to retain your appointment of a proxy or direct vote instruction, then you will only be able to view the live webcast of the meeting and ask questions. You will not be able to vote at the general scheme resolution. Shareholders other than UniSuper and their appointed attorneys, proxies and corporate representatives who are entitled to vote and are attending in person have received a blue admission card. On the reverse of the blue admission card is your voting paper and instructions are shown on the screen. Proxy holders have attached to their admission card a summary of proxy votes, which detail the voting instructions for the general scheme resolution. By completing the voting paper when instructed to vote in a particular manner, you are deemed to have voted in accordance with those instructions. In respect of any open votes a proxy holder may have entitled to cast, please mark a box beside the general scheme resolution to indicate how you wish to cast your open votes. Proxy holders should refer to the summary of proxy votes form attached to their admission card for further instructions. Shareholders are required to mark a box beside the general scheme resolution to indicate how they wish to cast their votes. When you have finished filling out your voting paper, please lodge it in the ballot box to ensure your votes are counted. You may wait until closer to the end of the meeting to complete your voting paper as it will allow some time towards the end for you to do this. If you change your mind during the meeting, please cross out your previous vote and clearly indicate your final voting intention and initial the change. The notice of General Scheme Meeting provides Qube shareholders with information on how to participate and ask questions and vote. Question time will take place after the formal voting resolutions are shown. For those attending the meeting in person, once we come to question time, you can ask a question by making your way to the microphones, showing your blue or yellow admission card and providing your name. For shareholders and proxy holders attending online, questions can be submitted through the online meeting platform at any time from now until the time in which voting on the general scheme resolution is closed. To ask a question, select the Q&A icon, drop the topic from the dropbox menu and type your question in the text box at the bottom of the screen. Once you have finished typing, please press the send button and submit your question. To ask a verbal question, follow the instructions on the online meeting platform. Callers will be placed in the queue to await the start of the question session and will be called on by phone operator to ask their question. Please note that questions may be moderated to avoid repetition or summarized in the interest of time. I ask that shareholders restrict themselves to no more than 2 questions or comments. If we have technology issues during the General Scheme Meeting, a recording of the meeting will be made available on our website. Now in the event that the online meeting platform is not able to operate, I will advise at the time how the meeting will proceed, taking into consideration the number of shareholders that may be impacted and the extent to which participation in the business of the meeting is affected. Now moving to the details of the scheme. As announced to the ASX on the 24th of November 2025, Qube and MAM entered into a process deed in relation to a conditional, nonbinding and indicative proposal from MAM to acquire 100% of the shares in Qube for a cash price of $5.20 per share. The process deed granted MAM a period of exclusive due diligence access until the 1st of February 2026 and followed an earlier unsolicited, nonbinding and indicative offer from MAM at a lower value and a period of negotiation between the parties, which facilitated a meaningfully improved proposal from MAM. On the 16th of February 2026, Qube announced it entered into a scheme implementation deed with Rubik Australia Limited, under which Rubik proposed to acquire 100% of the shares in Qube at a price of $5.20 per share, less the cash amount of any dividends declared or paid after the date of the scheme implementation deed, which is known as the scheme consideration. The proposed scheme is outlined in detail in the scheme booklet. If the scheme proceeds, each Qube shareholder other than UniSuper at the scheme record date will receive total payments of $5.20 per Qube share comprising of the following components: Scheme consideration of $4.80 per share, an interim dividend of $0.0535 per Qube share in relation to the 6-month period ending the 31st of December 2025 in respect of the Qube shares held at the 4th of March of 2026. And as announced on the ASX on the 9th of June, following the scheme becoming effective, the Qube Board intends to declare and pay a special dividend of $0.3465 per Qube share. Qube also intends to fully frank its special dividend and the franking credits will represent an additional value to those Qube shareholders who are able to realize a tax benefit from these franking credits and who are a Qube shareholder on the special dividend record date. Qube shareholders may benefit from total franking credits from the interim and special dividend worth up to approximately $0.17 per Qube share, subject to their particular tax circumstance if they were a Qube shareholder on both the interim dividend record date and our Qube shareholders on the special dividend record date. The total payment of $5.20 per Qube share values Qube's equity on a fully diluted basis of approximately $9.3 billion, implying an enterprise value of approximately $11.7 billion and represents the following premium: a 27.8% to the closing price of the Qube shares on the 21st of November, a 24% of the VWAP of the Qube share to the 21st of August '25 since the announcement of the Qube F '25 results on the 20th of February, a 45% premium to the closing price of a Qube share on the 21st of November, adjusting for removal of the value of the Qube's 50% shareholding in Patrick's and an attractive implied enterprise value to EBITDA multiple of approximately 14.5x. The total payment represents an attractive premium relative to Qube's recent and long-term historical trading prices prior to the announcement of the Rubik proposal. Because UniSuper is receiving different consideration under the scheme, UniSuper is not eligible to vote its interest in approximately 15% of the issued Qube shares at today's General Scheme Meeting. Instead, it will vote its shares at the UniSuper Scheme meeting, which we held immediately after this general scheme meeting. We have received a proxy vote ahead of the UniSuper Scheme meeting intending to vote all of their shares in favor of the scheme. The scheme booklet sets out various reasons why Qube shareholders may want to vote in favor of the scheme and various reasons why they may want to vote against the scheme. These are set out in Section 2 of the scheme booklet and are also summarized on the current slide. The scheme booklet contains further information including details regarding risks associated with the scheme as well as the risks associated with shareholders' continued investment in Qube. The Qube directors appointed Grant Samuel as the independent expert to assess the merit of the scheme. The independent expert has concluded that the scheme is fair and reasonable and therefore, in the best interest of Qube shareholders other than UniSuper in the absence of a superior proposal. The independent expert's full commentary in relation to the scheme is contained in the independent expert's report, which is annexed to the scheme booklet. The Qube directors unanimously recommend that you vote in favor of the scheme in the absence of a superior proposal and subject to the independent experts continuing to conclude that the scheme is in the best interest of Qube shareholders other than UniSuper. Prior to this general scheme meeting, each Qube Director has instructed that any of the Qube shares held or controlled by them be voted in favor of the scheme. The interest of the scheme directors in Qube shares, including the interest of Paul Digney, the Managing Director of Qube, are set out in Sections 10.1 and 10.4 of the scheme booklet. I can also confirm that at the time of the meeting, no superior proposal has emerged and the Qube directors are not aware of any superior proposal that is likely to emerge. Now as set out in the scheme booklet, the scheme is subject to a number of conditions precedent, including obtaining certain regulatory approvals. And at the date of today's meeting, Rubik has received authorization from the Papua New Guinea Independent Consumer and Competition Commission and outstanding are the approval consent and clearance of the Australian Competition and Consumer Commission, the Foreign Investment Review Board and the New Zealand Overseas Investment Board. Rubik is continuing to progress each of these outstanding approvals with the relevant regulatory bodies. The ACCC regulatory deadline under assessment as a Phase 1 decision is at the end of its determination period, which is currently 19th of June 2026. And the OIO statutory deadline is early July. Qube is also continuing to progress the outstanding required third-party consents under the specified contracts. To allow sufficient time for the outstanding conditions precedent to be satisfied or waived, the second court hearing date has been rescheduled from the 18th of June 2026 to the 7th of July 2026. If the scheme is approved by Qube shareholders and UniSuper today and also receive the required regulatory approvals, the key events and expected timing in relation to the approval and implementation of the scheme are set out on the current slide. If the scheme is approved by the court, the effective date and last trading day of Qube shares on the ASX is expected to be Tuesday, the 7th of July. The date for determining entitlements to the Qube special dividend is indicatively Tuesday, the 14th of July 2026, payment of which is then expected to be on Thursday, the 23rd of July. If the scheme is approved and becomes effective, it is expected to be implemented on Friday, the 14th of August 2026. On this date, Qube shareholders other than UniSuper will receive scheme consideration of $4.80. The scheme consideration of $4.80 per share, together with the interim and special dividends will equate to a total payment received of $5.20 cash per Qube share. If the outstanding conditions of the scheme, including shareholder and court approval are not satisfied, the scheme will not proceed and Qube will continue to be listed on the ASX. Now as set out in the notice of the General Scheme Meeting, the purpose of the General Scheme Meeting is for Qube shareholders other than UniSuper to consider and if thought fit, to agree with or without any modifications or conditions as approved by the court to the scheme proposed to be made between Qube and Qube shareholders. The general scheme resolution states that subject to and conditional on Qube shareholders passing each other scheme resolution as defined in the scheme booklet and pursuant to and in accordance with Section 411 of the Corporations Act, the scheme, as defined in the scheme booklet, the terms which are contained and more particularly described in the scheme booklet is agreed to with or without any modifications or conditions as approved by the court. The full wording of the general scheme resolution is set out on the current slide and the Notice of Meeting Scheme Meeting -- a Notice of General Scheme Meeting.

I will now ask shareholders and proxy holders whether they have any questions regarding the general scheme resolution. I'll commence by calling on shareholders or proxy holders questions from the floor. So if you wish to ask a question, please approach one of the microphones. When asking your question, please state your name, whether you're a shareholder or which shareholder you represent by proxy. So are there any questions from the floor? Thank you. I'd now like to request questions from any shareholder or proxy holders who have dialed in. Are there any questions on the phone? Okay. No questions on the phone. Okay. I will now move to written questions submitted via the online meeting platform. Ben, could you please read out the first question?

Thanks, Chairman. We have 6 questions online. All of them are from Stephen Mayne. The first reads, the latest annual report says that we have 27,144 shareholders, although that number may still not be entirely accurate. How many shareholders were entitled to vote on the scheme? And were you pleased with the turnout of 2,326 who voted by proxy? Thank you for disclosing the proxy votes to the ASX this morning, providing a more fully informed debate for today's meeting. What sort of get out the vote campaign did we run to get retail shareholder participation up to 8.5% and were many of those voted staff?

First of all, I'm very pleased with the turnout of shareholders voting. I think that's been a very successful campaign. I know that over 1,000 retail shareholders were contacted directly either with them or with their own advisers. So a significant number of retail shareholders were also called. And I think that reflects the fact that we've had a very strong positive turnout from both institutional and retail shareholders.

Thank you. The next question reads, why was UniSuper the only shareholder offered an opportunity to roll into the bid vehicle? Did any other top 20 Insti shareholders request an opportunity to do the same? Could another Insti shareholder sell their shares to UniSuper and piggyback on their privileged access? Or is the agreement with UniSuper only for their existing 15% stake? If UniSuper sold down to 5% before the implementation date, would they still be given privileged access on a reduced stake?

Well, the question you've asked, Stephen, is really more appropriate to ask of MAM who of Rubik themselves or MAM as to what the terms of that were. I don't know if any other shareholders were offered the opportunity or not. That's up for MAM to answer. But I think the fact that UniSuper has wanted to join the consortium is a great -- who have been a very long-term shareholder of Qube is a great vote of confidence in the fact that Qube is a very successful organization.

Thank you. The next question reads, Chanticleer columnist, Anthony Macdonald wrote a column on May 13, where he said that Macquarie had assembled some of the world's biggest investors for its take private deal, but they and Qube just don't like talking about it. Why not? Who gave the legal advice that it is okay for Qube to be sold to a MAM box of unknown purchases? And were you surprised that the ACCC forced some disclosure of the names, such as the presence of Singapore government entities with close to 20%. These Singapore entities, Temasek, GIC are investors in some of our major competitors. When did the Board know they were in the MAM box? And why wasn't this disclosed to all shareholders?

The Qube Board was aware of it at the time of signing the deal. Who is in the MAM box is really a decision of MAMs as to whether who they are. But the shareholders that you have mentioned are very passive in nature and are parts of many of the investments that have happened in Australia. So they are very, very supportive of infrastructure type investments like this one for MAM.

Thank you. The next question reads, the scheme book got dropped on April 23. And since then, the only update you provided was a 1-page ASX announcement on June 9, stating that FIRB, ACCC and OIO approvals remain outstanding. The federal budget was announced on May 12 and included the biggest changes to Australia's capital tax laws -- sorry, capital gains tax laws in 25 years. Did the Board get any advice on whether the proposed budget changes make this transaction more or less compelling for certain categories of shareholders? And if so, what did the advice say, including on any timing issues?

No, the Board did not seek any additional advice on the government changes, which were in May. The offer that we put in front here was in people's hands before that actually occurred. The reality is this is a very positive offer for Qube shares from MAM. And we are still able to offer fully franked shares and so forth that enable people to get extra value from the actual completion of the deal. So I think in terms of any advice on where the government piece is, all I would say is that's still a moving piece, and I don't think we could actually get clear advice anyway at this point.

Thank you. There's 2 more questions from Stephen Mayne. Just to note, we've had some additional -- 2 additional questions pop in from another shareholder. Stephen's next question reads, the latest annual report disclosed the nonexecutive directors were paid $1.7 million in '24-'25, well below the $2.5 billion fee cap approved by shareholders in 2023. Qube won't be publishing any -- sorry, another annual report, so we'll never know how much the directors were paid in '25-'26. Could the Chair comment on where that figure is likely to land in '25-'26 and whether the directors have paid themselves any exertion payments given all the hard work they're putting to get this deal done?

The directors' fees are this year the same as they were last year, and no additional fees have been paid to any of the directors.

Thank you. Stephen's final question reads, as things stand today, has the MAM Consortium given any indications to any of our directors or KMP as to whether they would like them to remain with the business in some form after the deal closes? Have any agreements been reached either formal or informal? And if so, please summarize the nature of those and the personnel involved.

Well, the -- first of all, one of the attractions for MAM in acquiring this is the executive team of Qube, led by Paul as the -- Digney as the Managing Director. So absolutely, are they expecting that all of the executive team will join the -- continue to be part of Qube under the new ownership. In terms of the nonexecutive directors, I'm not aware of any offer to any of those directors.

Thank you. We now have 2 questions from shareholder, Ms. [ Athena Pizzoli ]. Her first question is, why couldn't ordinary shareholders have had the chance to vote to accept the MAM shareholding instead of just cash?

Because that's the structure that was offered to us by MAM in terms of how they wanted to make the consortium to work. It's very difficult for -- in the private equity type area for lots and lots of small shareholders to continue on. So the inclusion of UniSuper was really because it was a very substantial part of the shareholder base, and they were able to convince MAM that they would be a good part of the shareholder base for them.

Thank you. And Ms. Pizzoli's final question reads, it seems that the Qube Board did not argue the case for a better deal for ordinary shareholders hard enough. Why not?

I think I answered that question in my speech. The Qube shares were trading at an all-time high at the time of the offer coming in. And we initially rejected the first offer. And by working with MAM to point out areas of value, we were able to get them to put a much improved offer. $5.20 is a very, very full premium for Qube's shares at this time. And the Board considered the fact that it was important that as soon as we reached an agreement with MAM before they did their due diligence that we would announce it early in November to allow any other superior offer to come forward. So that's a long period of time. We're now in the middle of June. So 7 months on, no superior offer has come through. So I would just suggest that I think this is a very good offer for all shareholders.

Thanks, Chairman. That concludes the online questions.

Thank you. So ladies and gentlemen, that was the last question and discussion on the items of business has now concluded. The proxies and direct votes received on the general scheme resolution prior to the General Scheme Meeting are shown on the screen. If you haven't already voted, I encourage you to do so. I will shortly instruct that the poll and voting system be closed. I'll now pause to allow you time to finalize your votes. [Voting]

For those voting, once you have completed your voting card, please place it in the ballot box that is now being walked around the room by Computershare representatives. I ask the returning office to confirm that all the cards in the room have been collected. Okay. So as the voting process is now complete, I declare the poll closed and instruct that the voting system also now be closed. I direct that all voting cards and previously received voting forms be retained for 6 months and then destroyed. As voting has been completed, and there are no other matters to this transaction at this meeting, I declare the meeting closed. A senior representative from Computershare has been appointed as a returning officer. And following confirmation by Computershare, the final voting results will be announced to the ASX later today. As a final comment, I'd like to thank the entire Qube team of more than 10,000 staff. Your contributions have built the Qube into the leading business as it is today. This transaction is a milestone in our company and an acknowledgment of the strengths of the business you have contributed to and to a positive future, I am sure you will enjoy in the new partnership with Rubik. I thank you once again for your attendance.