ReadyTech Holdings Limited (RDY) Earnings Call Transcript & Summary

Ladies and gentlemen, thank you for standing by, and welcome to ReadyTech's 2021 Extraordinary General Meeting. I'd now like to hand the conference over to your first speaker today, Chair, Tony Faure. Thank you. Please go ahead.

Thank you. Good morning, ladies and gentlemen, and welcome to this Extraordinary General Meeting of ReadyTech Holdings Limited. I am Tony Faure, the Chair of the Board. I would like to thank you all for attending the meeting via the online platform. It is now 11:00 a.m., the nominated time for the meeting. I have been advised by the Company Secretary that a quorum is present, and so I am pleased to declare the meeting open. If you lose connection to the meeting at any time, you can log back in into the EGM online platform by returning to the Link Log In -- sorry, the Link Log In page and following the prompts. You will then receive an automated e-mail with the recovery link for you to click on. Click on this link to reconnect to the EGM. Alternatively, please call our share registry provider, Link Market Services, on 1 (800) 990-363 for assistance. Joining me for this EGM today via our online platform are Marc Washbourne, Director and Chief Executive Officer; Elizabeth Crouch, Non-Executive Director; Timothy Ebbeck, Non-Executive Director; Tom Matthews, Non-Executive Director; Nimesh Shah, our Chief Financial Officer and Joint Company Secretary; and Melissa Jones, our Joint Company Secretary. The primary purpose of today's EGM is to obtain shareholder approval for the proposed acquisition of Open Office that was announced on the 6th of November 2020. As set out in the notice of meeting, if shareholder approval is obtained, we expect completion of the acquisition to occur on the 23rd of March 2021 and an ASX announcement will be released at that time, confirming that completion has taken place. At the time that ReadyTech announced its proposed acquisition of Open Office in November 2020, it also announced that it intended to conduct a share purchase plan in 2021 in connection with the potential completion of the acquisition of Open Office to allow eligible ReadyTech shareholders an opportunity to acquire additional shares in ReadyTech. If the acquisition of Open Office is approved by shareholders today, ReadyTech intends to announce further information regarding the share purchase plan next week in connection with the completion of the acquisition. As announced on the 6th of November 2020, shareholders eligible to participate in the share purchase plan are those shareholders who were on the ReadyTech register at 7 p.m. Sydney time on the 5th of November 2020 with a registered address in Australia or New Zealand. On behalf of the Board and management team, if the Open Office acquisition is approved today by shareholders, we are looking forward to welcoming the Open Office team to ReadyTech. Thank you, again, to our shareholders for their continuing support. We will now move to the formal part of the meeting. Ladies and gentlemen, we are now in the formal part of the meeting. I will ask Melissa Jones, our Company Secretary, to explain the arrangements for asking questions and voting on the formal items of business. Melissa?

Thank you, Tony. If you are registered on the online platform as a shareholder or proxy holder, you may submit questions by selecting the Ask a Question tab at the bottom of your screen. You may submit questions now or at any time before the meeting considers the item of business to which your question relates and they will be dealt with at the appropriate time. If you have a question already prepared, I encourage you to submit it now so that as many questions as possible can be answered. All questions will go through to the moderator for the meeting, who will identify each person who asked the question, read out the question and will then pass the question on to our Chair, who will either answer the question or pass it to the most appropriate person to answer. We reserve the right to rule out questions that do not relate to the business of the meeting. We will also not answer questions that are the same or substantially similar to questions that have already been answered. Otherwise, we will endeavor to answer as many of the questions asked as we can. All resolutions to be considered at this meeting will be determined by a poll. Shareholders were given the opportunity to appoint a proxy to vote on their behalf at this meeting. As set out in the notice of meeting, the Chair will vote all directed proxies in accordance with the directions provided by shareholders and will vote all undirected proxies in favor of all resolutions. Shareholders who have not appointed a proxy to vote on their behalf may cast a vote during this meeting using the electronic voting card that you received when you registered via the online platform. Those shareholders may cast a direct vote at any time from now until 5 minutes after the closing of the meeting. If you have any questions about casting your vote online, please refer to the virtual meeting online guide that was issued with the notice of meeting or call Link Market Services. I will now hand back to Tony to move to the formal part of the business.

Shareholders will be asked to consider the 4 resolutions set out in the notice of meeting dated 15th of February 2021. The poll for each resolution is now open and will close 5 minutes after the end of the meeting. For each proposed resolution, I will introduce the resolution. There will be an opportunity for shareholders to ask questions on the resolution through our online platform, in line with the process previously described. Those persons entitled to vote on the resolution may cast a vote on the resolution at any time before the close of the poll. And the results of the poll will be released on the ASX company announcements platform and made available on the company's website as soon as possible after the close of the meeting. Resolution #1 is the acquisition of Open Office. The resolution is set out on the slide. I will now address any questions relating to this item of business. Are there any questions?

No, Chair. There are no questions on this resolution.

If there's no further discussion, I will now put to the meeting Resolution 1. And here are the proxies. Thank you. Please now select either for, against or abstain for Resolution 1 on your electronic voting card. [Voting]

We will now move to Resolution 2.

Tony, just confirming, we've just received one question that's come through.

Okay.

So I'll ask the question to you.

Yes.

The question has been asked by [ Colleen Huang ] and it's regarding Resolution #1. The question is, thanks for taking my question. It's been a few months since the announcement of the acquisition. Could you please provide updates on Open Office's recent performance such as customer retention and material contract wins?

Okay. I think that might be a question for Marc.

Yes. No, thanks for the question. I think what we've really seen over the last few months is that the business is tracking very close to their plan, which is their FY '20 budget. And there has been no material increase at all in churn and retention rates along lines of historical rates.

Yes, I just wanted to -- according to FY '21 plan, that's what I think Marc was trying to say and in line with our expectations.

Thank you. Thanks, Marc and Nimesh. No further questions?

No further questions have been submitted.

Thank you. In which case, we'll move to Resolution 2, which relates to the amendment to the constitution and the variation of class rights. The resolution is set out on the slide. Again, I'm happy now to address any questions relating to this item of business. Are there any questions, Melissa?

No. There are no questions on this resolution.

Okay. If there's no further discussion, I'll now put to the meeting Resolution 2. Again, here are the proxies. Thank you. Please now select either for, against or abstain for Resolution 2 on your electronic voting card. [Voting]

I'll now move to Resolution 3, which relates to financial assistance. The resolution is set out on the slide. I will now address any questions relating to this item of business. Are there any questions?

No, Chair. There were no questions on this resolution.

Okay. In which case, since there's no further discussion, I will now put to the meeting Resolution 3. Here are the proxies. Thank you. Please now select either for, against or abstain for Resolution 3 on your electronic voting card. [Voting]

We'll now move to Resolution 4, which relates to the ratification of issue of placement shares in accordance with the listing rules. The resolution is set out on the slide. I will now address any questions relating to this item of business. Are there any questions?

There are no questions on this resolution.

In which case, since there's no further discussion, I will now put to the meeting Resolution 4. Here again are the proxies. Thank you. Please now select either for, against or abstain for Resolution 4 on your electronic voting card. [Voting]

That ends the formal part of the Extraordinary General Meeting, and I now declare the meeting closed. As I said earlier, the poll will remain open for a further 5 minutes to allow all those who have not already voted time to lodge their online votes during that time. The results of the meeting will be announced on the ASX company announcements platform and will be available on the company's website as soon as possible after the close of the meeting. Thank you for participating in our online meeting today. And we look forward to your continuing support in the coming year.

Thank you. Ladies and gentlemen, that concludes the meeting. You may now disconnect.