QuickFee Limited (QFE) Earnings Call Transcript & Summary

[Audio Gap] The notice of the meeting has been circulated to all shareholders. I'll take the notice of meeting as having been read. So the first resolution is the ratification of the placement of shares undertaken by the company. As announced on 6th May 2020, the company successfully completed a placement to serve the institutional and professional investors of 32,714,286 shares at an issue price of $0.21. That raised $6.87 million in cash proceeds. There's a further 3 million shares, raising $630,000, which is subject to separate resolutions under heading Resolution 2. The funds raised under the placement have been added to the company's existing cash and are available to be deployed, to increase the company's loan book in order to reduce the risk of any potential COVID-19 impact on restrictions of credit availability generally. The proceeds will also be used to fund new technology development initiatives, such as a new payments platform and some e-invoicing technology we look to introduce. ASX Listing Rule 7.1 imposes a 15% cap on the number of shares to be issued by the company in any 12-month period without the approval of the shareholders. In addition, and subject to a number of exceptions, ASX Listing Rule 7.1A allows the company to issue an additional 10% of its issued capital with prior shareholder approval by way of special resolution. Under ASX Listing Rule 7.4, shareholders can ratify the issue of securities after the event. This has the effect of refreshing the company's ability to issue shares within the 15% limit and the further 2% limit without requiring shareholder approval at the time of any future issue. The purpose of resolutions 1A and 1B, therefore, is for shareholders to ratify the issue of 17,464,241 shares and 15,250,045 fully paid ordinary shares in the company, respectively, to restore the company's ability to issue further shares within the next 12 months. In accordance with the ASX Listing Rules, the company will disregard any votes cast on this resolution by or on behalf of any person who participated in the placement, any associate of those persons subject to the exceptions set out in Page 4 of the notice of meeting. I invite any questions in relation to the issue of shares under the placement, specifically in relation to our Resolutions 1 and 1B. There are no questions. Moving on to Resolution 1A, ratification of placement, the total number of valid proxies which have been received and recorded and are exercisable for this resolution are shown on the screen. The exact wording of Resolution 1A is in the notice of meeting and I now put that resolution to the meeting. As I explained earlier, the vote on this resolution will be conducted by way of poll immediately prior to the conclusion of the meeting. I'll now move on to Resolution 1B, which is the ratification of the placement in accordance with the 7.1A capacity. The total number of valid proxies which have been received and recorded and are exercisable for this resolution are now shown on screen. The exact wording of Resolution 1B is set out in the notice of meeting and I will now put that resolution to the meeting. The vote on this resolution will also be conducted by way of poll immediately prior to the conclusion of the meeting. I'll now move on to Resolution 2. Resolution 2 concerns the approval of director participation in the placement. In accordance with the ASX Listing Rules, I will now defer to the check -- sorry, now defer my chairing responsibilities for Resolution 2 to our Company Secretary Jennifer James, given that I will receive a material benefit from the securities that are subject to the resolution.

As explained earlier, in relation to Resolutions 1A and 1B, in May 2020, the company undertook a placement of 32,714,286 shares. Resolutions 2A, 2B and 2C concern the proposed participation in the placement of 3 directors of the company as set out in the notice of this meeting. The relevant directors are Bruce Coombes, Barry Lewin, Dale Smorgon. The resolutions seek approval for the issue of up to 1 million shares to each of those 3 directors at an issue price of $0.21 on the same terms as all other placement participants. ASX Listing Rule 10.11 requires a listed company to obtain shareholder approval prior to the issue of securities to a related party of the company. A related party includes a director of the company. In accordance with the ASX Listing Rules, the company will disregard any votes cast on this resolution by or on behalf of the person who is to receive the securities in question and any other person who will obtain a material benefit as a result of the issue of the securities and any associate of those persons subject to exceptions set out on Page 5 on the notice of meeting. I invite any questions in relation to the issue of shares to the directors under the placement. Resolution 2A, approval of director participation in placement, Barry Lewin. Before I put the motion to a vote, I advise that the total number of valid proxies which have been received and recorded and are exercisable for this resolution are shown on the screen. The exact wording of Resolution 2A is set out in the notice of meeting, and I'll now put that resolution to the meeting. The vote on this resolution will be conducted by way of poll immediately prior to the conclusion of the meeting. Resolution 2B, approval of director participation in the placement, Bruce Coombes. Before I put the motion to a vote, I advise that the total number of valid proxies which have been received and recorded and are exercisable for the resolution are shown on the screen. The exact wording of Resolution 2B is set out in the notice of meeting, and I now put that resolution to the meeting. The vote on this resolution will be conducted by way of poll immediately prior to the conclusion of the meeting. Resolution 2C, approval of director participation in the placement, Dale Smorgon. Before I put the motion to a vote, I advise that the total number of valid proxies which have been received and recorded and are exercisable for this resolution are shown on the screen. The exact wording of Resolution 2C is set out in the notice of the meeting, and I'll now put that resolution to the meeting. The vote on this resolution will be conducted by way of poll immediately prior to the conclusion of the meeting. I will now pass back to Bruce Coombes, who will resume chairing responsibilities for Resolution 3.

Thanks, Jennifer. So this is now Resolution 3A, which is the approval of the grant of options to directors. Following a detailed review by the Board of the significant contributions of each of Barry Lewin and Dale Smorgon, particularly following the company's IPO, the company's proposing to issue 300,000 options to each of Mr. Lewin and Mr. Smorgon. The options will be issued under the company's existing employee incentive scheme called the QuickFee Performance Rights and Option Plan, which was adopted -- or adopted prior to QuickFee's listing on the ASX in July 2019. In the Board's view, the options being granted to Mr. Lewin and Mr. Smorgon link the ultimate value of the options for continued growth of the company and therefore, provide an incentive for them to ensure the company continues to deliver sustainable growth. ASX Listing Rule 10.14 requires a listed company to obtain shareholder approval prior to the issue of securities under an employee incentive scheme to a director of the company. The purpose of Resolutions 3A and 3B is for shareholders to approve the issue of 300,000 options to Mr. Lewin and 300,000 options to Mr. Smorgon or the respective nominees under the QuickFee Performance Rights and Options Plan. In accordance with the ASX Listing Rules and the Corporations Act, the company would disregard any votes cast to this resolution by all persons referred to in ASX Listing Rules 10.14 who are eligible to participate in the QuickFee Performance Rights and Options Plan, which includes Mr. Lewin and Mr. Smorgon and each other director of the company and any associate of those persons, any member of the key management personnel of the company or any closely related parties as a proxy subject to the exceptions set out on Page 6 of the notice of meeting. I invite any questions in relation to the issue of the options to the directors. There are no questions. Resolution 3A, approval of the grant of options to Barry Lewin. Before I put the motion to a vote, I advise the total number of valid proxies which have been received and recorded and exercisable for this resolution are shown on the screen. The exact wording of Resolution 3A is set out in the notice of the meeting. I now put the resolution to the meeting. The vote on this resolution will be conducted by way of poll immediately prior to the conclusion of the meeting. Resolution 3B, approval of grant of options to Dale Smorgon. Before I put the motion to a vote, I advise the total number of valid proxies which have been received and recorded and are exercisable for this resolution are shown on the screen. The exact wording of Resolution 3B is set out in the notice of the meeting and I put that resolution to the meeting. The vote on this resolution will be conducted by way of poll immediately prior to the conclusion of the meeting. So we've run through all the resolutions. So we'll now move to the poll in relation to all the resolutions that have been to the meeting. I declare the polls for voting on each resolution is now open for voting. All shareholders, representatives of shareholders who are present at the meeting, please provide the voting card for election and counting. [Voting]

So the minimal number of people actually physically present or given the option to vote. All right. So given the very small number, we now know that everybody physically present has in fact voted. Okay. So the number of votes cast is a small number compared to the numbers that were shown on the screens throughout the course of it. So essentially, every resolution has been carried resoundingly. We will put up the full results on the ASX following this meeting. That concludes the formal business of the meeting. I now declare the meeting closed. Thanks very much, everybody, for attending.