RF Capital Group Inc. (RCG) Earnings Call Transcript & Summary

Good morning, ladies and gentlemen and fellow shareholders. I'd like to welcome you all to this annual and special meeting of the common shareholders of GMP Capital Inc. My name is Don Wright. I am the Chair of the Board of Directors of GMP, and in accordance with GMP's bylaws, I will be chairing this meeting. In the event I'm disconnected from the meeting as a result of a technical malfunction, Krista Coburn, our Managing Director, General Counsel and Corporate Secretary, will step in and assume the role of Chair of the meeting. On behalf of the Board, I wish to express my sincere thanks to all of you who are joining us today as well to those who have submitted their proxies in advance. With respect to the proxies received before the meeting, more than 94% of shares voted by proxy would be voted in favor of each of the matters, sufficient to ensure that all motions before the meeting will pass. In particular, shareholders overwhelmingly approved the transformational RGMP transaction with 95% presented at the meeting -- represented at the meeting, voting in favor of the clear path forward for your company. As this meeting is being held virtually via live webcast, we think it's necessary to set out a few rules for the orderly conduct of the meeting. First, questions in respect of a motion can be submitted by a registered common shareholder or duly appointed proxy holder using the instant messaging service on the Lumi platform. Second, questions will only be addressed during the question period at the end of the meeting, provided that questions regarding procedural matters or directly related to the motions before the meeting may be addressed during the meeting. If during the course of the meeting we encounter any technical difficulties with the webcast, please remain logged on and we will resume as soon as practical. We will now proceed with the formal portion of today's meeting. The meeting will now come to order. With the consent of the meeting, I will ask Krista Coburn, our General Counsel and Corporate Secretary, to act as secretary of the meeting. With the consent of the meeting, I would also ask that Helen Kim and Megan Rocha of AST Trust Company Canada, our transfer agent, act as scrutineers of this meeting to report on the number of common shareholders present in person and the number of common shareholders present by proxy, to tabulate the votes on any poll taken and to report to me as Chair of the meeting. We have received a notice from our transfer agent indicating that the Notice of the Meeting, form of proxy and management information circular were properly mailed to the common shareholders of GMP. The scrutineer also has provided me with a report on attendance, which confirms the requisite quorum is present at today's meeting. Unless there is an objection, I will dispense with the reading of the Notice of the Meeting. I will also direct that a copy of the notice, form of proxy and circular and proof of their delivery, together with a copy of the scrutineer's report on attendance of the meeting, be annexed by the secretary to the minutes of this meeting. Notice of the Meeting having been given in accordance with GMP's bylaws and quorum being present, I now declare that the meeting has been duly convened and constituted for the transaction of the business for which it has been called. To make the best use of our time today, I will move each item, and I have been advised by Rocco Colella and Ben Scholten, both proxy holders in attendance today, that they would be prepared to second each of the motions "I so move." Accordingly, unless there are any objections, I will take such motions as seconded with no further action required. Only holders of common shares at the close of business, August 25, 2020, or their proxies are entitled to vote today. Voting on the items of business to come before today's meeting is being conducted by electronic ballot that is now available on the Lumi interface. You'll be able to choose to vote on each resolution immediately or wait until the conclusion of discussion on each resolution prior to casting your vote. Voting will close approximately 1 minute following the conclusion of the formal discussion and Q&A session. You are encouraged to submit any comments or questions and complete your ballot in advance of the Q&A session. Once voting closes, the scrutineer will tabulate the results of the vote for each matter. The first item of business is the presentation of GMP's audited consolidated financial statements, the auditor's report thereon and the related management discussion and analysis. These documents were mailed to registered common shareholders of GMP and are also now available for viewing on the Lumi interface. I would ask the secretary to note that these have been presented as such to the meeting. We will now proceed with the matters requiring shareholder action today. Please be reminded that your votes can now be submitted by electronic ballot on the Lumi interface. The first item requiring shareholder action is the election of directors. The term of office of the directors will be from today until the next Annual Meeting of Common Shareholders or until such time as their successors have been duly elected or appointed. As set out in our management information circular, 6 directors are to be elected today. The following individuals have been nominated: David G. Brown, Marc Dalpé, David C. Ferguson, Kishore Kapoor, Julie A. Lassonde and myself. Information regarding each of the nominee directors is set out in the circular. I now move to elect these 6 persons as directors of GMP to hold office until the next Annual Meeting of the Common Shareholders or until their successors are elected or appointed. As advised earlier, I will take such motions as seconded. Questions on each matter, if any, will be addressed once all items of business have been moved. The next item of business is the reappointment of auditors and the authorization of the Audit Committee of the Board of Directors to fix their remuneration. As set out in our management information circular, I will now move that Ernst & Young LLP be reappointed auditors of GMP to hold office until the next Annual Meeting of Common Shareholders and that the Audit Committee of the Board of Directors be authorized to fix their remuneration. I take such motion as seconded. We will now move on to the resolution to authorize the issuance by the company of common shares in the capital of our company in connection with the acquisition of all the issued and outstanding common shares in the capital of Richardson GMP Limited not already owned by GMP or its subsidiaries, all pursuant to the share purchase agreement dated August 12, 2020, as amended on September 7, 2020, and October 1, 2020, among GMP, Richardson Financial Group Limited and certain other vendors party there too. The full text of the resolution is set out as Schedule B to the management information circular. To be passed, this resolution must be approved by a simple majority of votes cast at the meeting by common shareholders present in person or by proxy and entitled to vote, excluding the shares held by Richardson Financial Group Limited and certain other related parties in accordance with Multilateral Instrument 61-101 and the rules of the TSX. I take such motion as seconded. We will now move on to the approval of the amendment to the articles of the company to change the name of the company from GMP Capital Inc. to RF Capital Group Inc. or such other name as the Board determines to be appropriate and which the Toronto Stock Exchange and the Director under the Business Corporations Act Ontario may accept. The full text of the resolution is set out in Schedule C to the management information circular. To be passed, the name change resolution must be approved by an affirmative vote of not less than 2/3 of the votes cast by common shareholders present in person or by proxy and entitled to vote. I take such motion as seconded. The next item of business is the resolution to approve, ratify and confirm the adoption of an advance notice bylaw of the company, which was approved by the Board of Directors on July 30, 2020. The full text of the resolution is set out in Schedule D to the management information circular. To be passed, this resolution must be approved by a simple majority of votes cast by common shareholders present in person or by proxy and entitled to vote. I take such motion as seconded. We will now move on to the resolution to approve a reduction of the stated capital of the common shares of GMP by an aggregate amount of up to $53 million, such amount to be determined by the Board in its sole discretion. The full text of the resolution is set out in Schedule E to the management information circular. To be passed, the stated capital reduction resolution must be approved by an affirmative vote of not less than 2/3 of the votes cast by common shareholders present in person or by proxy and entitled to vote. I take such motion as seconded. All motions having been tabled, the motions are now open for formal discussion and general shareholder questions will now be answered. Mr. Colella, please read any comments or questions to be addressed.

At the moment, there are no comments or questions to be addressed, Mr. Chairman.

Thank you. Discussion of the items of business and the Q&A are now closed. You will now have 1 more minute to complete your ballot. As a reminder, you can vote for or withhold in respect of each director nominee and the appointment of Ernst & Young LLP and for or against the RGMP transaction, the name change resolution, the advance bylaw resolution and the stated capital reduction resolution. In 1 minute's time, your ballot will be automatically admitted. [Voting]

The scrutineer has now reported to me regarding the matters voted on. Respect to the -- with respect to the resolution regarding the election of each of individual nominated as directors, I declare that each of the 6 nominees is elected as a director of GMP. I'd like to add my personal congratulations to Marc Dalpé, who will be a new member of our Board. With respect to the resolution reappointing Ernst & Young LLP as auditors of GMP, I declare this resolution carried. With respect to the Richardson GMP transaction resolution, I declare this resolution carried. With respect to the name change resolution, I declare this resolution carried. With respect to the advance notice bylaw resolution, I declare that resolution carried. With respect to the stated capital reduction resolution, I declare this resolution carried. I would ask that the scrutineer compile the report regarding the results of voting on all business matters and final results will be published on SEDAR and by press release. I am unaware of any further business to be brought before the meeting this morning and subject to any such business being properly brought, I move to terminate this meeting and take such motion as seconded. I declare the motion carried and the meeting terminated. Thank you for taking the time to join our meeting today.