SDI Limited (SDI) Earnings Call Transcript & Summary

Good morning. My name is Cameron Allen. I'm a Non-Executive Director of SDI Limited and will be chairing the Scheme Meeting today. Ladies and gentlemen, it's now just after 11:00 a.m., and there is a quorum present at this virtual meeting. I now declare the Scheme Meeting of SDI Limited open. Today is an important day for SDI, where shareholders will be able to determine the future of the company. Before we progress to the formal business of the Scheme Meeting, I would like to introduce you to the members of the SDI Board who are present here today. Managing Director and Chief Executive Officer, Ms. Samantha Cheetham; Chief Operating Officer, Director of Finance and Company Secretary, Mr. John Slaviero; Non-Executive Director and Non-Executive Chairman, Mr. Jeffery Cheetham; Non-Executive Director, Dr. Geoffrey Knight; Non-Executive Director, Mr. Gerald Bullon, attending virtually; and Non-Executive Director, Mr. Gerard Kennedy. The company's legal adviser, DLA Piper, who is responsible for the company's legal advice during the scheme negotiation and process is represented today by Mr. David Holland and Ms. Rosa Sayer. The company's financial and corporate adviser, Houlihan Lokey, who is responsible for the company's financial and commercial advice during the scheme negotiation and process is represented today by Mr. Christian Lunny and Mr. Stuart Madsen. If you need technical assistance during today's meeting, please call 1 (300)-761-372 within Australia or +611-300-761-372 outside of Australia. You can also refer to the online meeting guide, which is available on SDI's investor website and attached to the Notice of Scheme Meeting included in Annexure 5 of the scheme booklet. If we experience any technology issues during this meeting, we may need you to take a short break. If there is a significant technological issue, we may need to adjourn the meeting to another time or date. So please keep an eye on your e-mail inbox and the SDI website for updates and further details. We'll also lodge details with the ASX. We will deal with the item of formal business in the Notice of Scheme Meeting. And once we have dealt with the resolution of Scheme Meeting, I will close the formal meeting after answering any general questions you may have. As well as voting on the scheme resolution, you will also have the opportunity to ask questions. Please note that the meeting is being recorded to assist with the preparation of minutes. On behalf of the directors, I am pleased to welcome you to the Scheme Meeting and to provide you with a brief background on the transaction put forward for your consideration. As the meeting is being conducted entirely online, I want to cover some important procedural and technical matters. Details about how shareholders can participate have been set out in the Notice of Meeting and online virtual meeting guide, which has been made available to you. Both documents are also available to view and download at the bottom of your screen. If you haven't already done so, you may find it helpful to download the online guide and keep it handy. So turning to voting. Voting in today's virtual meeting will be conducted on a poll by virtue of the virtual voting platform. All polls will remain open until the conclusion of today's meeting. As we move through the item of business, I will respond to questions from shareholders. You may change your vote up until the time I declare voting is closed. To register to vote and get a voting card, click on the Get Voting Card box at the top of your screen and enter your shareholder number and post code or country if outside of Australia. To vote, click on the for, against or abstain voting buttons for the relevant items. Once you have completed your card, click on the Submit Vote button. You may edit your voting card as many times as you like during the course of the meeting. I now declare voting open on the scheme resolution. Questions. Shareholders can submit written questions any time from now by clicking on the Ask a Question box, which is also at the top of your screen. Shareholders, if you do have questions, I encourage you to submit them as soon as possible. So now turning to the overview of the scheme. The scheme is a culmination of a period of extensive and meaningful engagement between SDI, Shenzhen Stock Exchange listed Shandong Sinocera Functional Material Co. Limited, which I hereon will refer to as Sinocera, to explore the opportunity and value proposition for both organizations presented by combining the strengths of SDI and Sinocera. On 27th of February 2026, SDI entered into a scheme implementation deed with Beijing Guoci Kebo Technology Co. Limited, which I will hereon refer to as bidder, which is an entity controlled by Sinocera. Scheme meeting. Under the scheme implementation deed, Bidder or a wholly owned subsidiary of Bidder agreed to acquire 100% of the issued share capital of SDI by way of a scheme of arrangement for AUD 1.40 per SDI share in cash. Therefore, today, we are holding the scheme meeting to resolve to implement the scheme or not, under which SDI would be acquired by InnoXvest Dental Proprietary Limited, a wholly owned subsidiary of the bidder, which I hereon will refer to as Bidder Sub. Recommendation. The SDI Board confirms that no superior proposal has emerged to date nor is it aware of any superior proposal likely to emerge. As such, SDI's directors continue to unanimously recommend that SDI shareholders vote in favor of the scheme. Prior to the meeting, each SDI director has confirmed to the SDI Board that the shares held or controlled by them will be voted in favor of the scheme. The scheme booklet sets out the detailed reason for the SDI Directors' recommendation as well as reasons why shareholders may wish to vote against the scheme. Conditions of the scheme. The SDI Board appointed RSM Corporate Australia Proprietary Limited, which I hereon refer to as the independent expert to assess the merits of the scheme. The independent expert has concluded that the scheme is fair and reasonable and, therefore, is in the best interest of the SDI shareholders in the absence of a superior proposal. The scheme is now principally conditional on the following things occurring. The first of those is shareholder approval. Shareholders passing the scheme resolution today at the scheme meeting by the requisite majority; and secondly, court approval. The Supreme Court of New South Wales approving the scheme at the second court hearing, which is expected to be on 24th of June 2026. The scheme is also subject to other customary operational and procedural conditions precedent, which are described in further detail in the scheme booklet. The SDI Board is not aware of any circumstances which could cause any of the outstanding conditions precedent not to be satisfied prior to the second court date. I'll now turn to the indicative implementation timetable. And that will be on Slide 3. If the scheme resolution is approved by shareholders today, the timetable to implement the scheme and to provide shareholders their scheme consideration will be as shown on the screen now. Now if I can just make one clarification of a slight transposition error, it relates to the scheme record date, which you will see. That is currently listed on the slide as 26th of June, but it should actually be the 29th of June. So if you can please note, and as I understand it, this will be updated with the ASX following this meeting. These dates are subject to satisfaction of the outstanding conditions precedent. Any changes will be announced to the ASX. If the outstanding conditions precedent are not satisfied or the scheme resolution is not approved, the scheme will not proceed. In that case, SDI will continue as a stand-alone entity listed on the ASX, and you will remain a shareholder of SDI. Slide 3 should be up on the screen. The Scheme meeting -- Notice of Scheme Meeting. The Notice of Meeting convening the Scheme Meeting was dated 18th of May 2026 and was made available to SDI shareholders in accordance with the ASX Listing Rules, Corporations Act and the requirements set out in our constitution. We will take the Notice of Scheme Meeting and the resolution to be considered at the Scheme Meeting as read, and there are no objections. Proxies and voting. As Chair, your proxy either by appointment or by default and if you have not indicated your voting intention, you expressly authorize me to exercise the proxy in respect of the scheme resolution. I intend to exercise all available proxies in favor of the scheme resolution unless the shareholder has expressly indicated a different voting intention. All SDI shareholders registered as at 7:00 p.m. Sydney Time on Saturday, 20 June 2026, are entitled to vote on the scheme resolution. There is one item of formal business to be considered at today's scheme meeting. The resolution as set out in the Notice of Scheme Meeting relates to the approval of the scheme pursuant to and in accordance with Section 411 of the Corporations Act. Formal business of the Scheme Meeting. I refer you to the single item of business as set out in the Notice of Scheme Meeting, which is Resolution 1, approval of the scheme. And that is to consider and if thought fit, to pass with or without amendment, the following resolution in accordance with Section 411, subsection 4 (a)(ii) of the Corporations Act, which states that pursuant to and in accordance with Section 411 of the Corporations Act, a, the scheme, the terms of which are contained in and more particularly described in the scheme booklet of which the notice of Scheme Meeting forms part, is approved with or without alterations or conditions as approved by the court to which SDI and the bidder agree; and b, the directors of SDI are authorized, subject to the terms of the scheme implementation deed to: one, agree to such modifications, alterations or conditions as are thought fit by the court; and two, subject to approval of the scheme by the court, implement the scheme with any such modifications, alterations or conditions. Proxy votes received in respect of this resolution are displayed on the screen. Okay. So we'll now move to the questions and answers part of the meeting. Are there any written questions on Resolution 1?

Yes, Mr. Chairman, I have several written questions. First question is from Stephen Mayne. We are a Melbourne-based company, so why are we running the scheme through a New South Wales Supreme Court? Are Victoria's judges not as experienced in dealing with schemes? Is there a cost differential when it comes to choosing a jurisdiction?

Thank you for that question, Stephen. I will pass you on to this question on to our company's legal adviser for the scheme during the negotiation process, Mr. David Holland of DLA Piper.

Thank you, Mr. Chairman. It is David Holland from DLA Piper speaking, and thank you, Mr. Mayne, for the question. It's not every day that us lawyers get to speak at these kind of meetings. So I appreciate the question. There are 2 reasons why we chose the New South Wales Supreme Court as opposed to the Victorian Supreme Court. Firstly, the Victorian Supreme Court is quite unique in the world of schemes of arrangement in requiring 3 court hearings as opposed to the standard 2 that the Federal Court and the New South Wales Supreme Court adopts. So we do find that going through the New South Wales Supreme Court is more efficient and cheaper. And then secondly, by going through the New South Wales Supreme Court, we did get the benefit or do have the benefit of having our scheme supervised by Justice Black of the New South Wales Supreme Court. His honor is probably the most experienced judge in respect of schemes of arrangement. And I think both parties have appreciated the rigor that Justice Black brings to schemes before him. So they are the reasons why we've chosen the New South Wales Supreme Court. And probably finally, both sets of legal teams are Sydney-based. So there would have been costs involved in lawyers flying around to different courts, and we were happy to avoid that as well and make it Sydney-based. So that is out the reasons why we've chosen the New South Wales Supreme Court.

Thank you, David.

Thank you for the question, Stephen. Okay. I have another question from Stephen Mayne. Have the Non-Executive Directors been paid any exertion payments for all their additional hard work on this takeover -- deal? And are any of them expected to continue in a paid role at the business once the takeover completes?

Thank you, Stephen, for your question. To answer the first part of that, no, the answer is no there. There's been no exertion payments that have been paid to the Non-Executive Directors. And in relation to the second part, we understand that on the implementation date, the directors will be resigning. So there is -- and we're not aware of any continued paid employment as directors of the company by the bidder. So thank you for that, Stephen.

Another question from Stephen Mayne. The annual report says that we have 2,083 shareholders. Were you pleased with the headcount turnout of 197 on the proxies? Also, thank you for disclosing the proxy votes to the ASX at 10:21 a.m. this morning, providing for a more fully informed debate at today's meeting. What sort of get out the vote campaign did we run to get retail shareholder participation up to 9.5%? And were many of those voters staff?

Do you want to answer?

Thanks, Stephen. Yes, look, from our experience to get 197 shareholders to vote, and most of those were substantial shareholders. We found that was a fairly good result. Of course, we don't have the full shareholder listing where it goes below around 40,000 shares. So we're quite pleased with that. Regarding keeping the retail investors, I'm not sure we got the 9.5% of retail investors. However, yes, we did not run a campaign. And once again, it was regarding costs, and we tried to limit the costs as much as what we could.

Thanks, Stephen. I have another question from Brett Westbury. There were over AUD 14 million in franking credits available as per last year's annual report. These will be lost in the proposed scheme and the Board has not declared any dividend. What efforts did the Board undertake to increase the dividend component? This was raised in 2 e-mails that went unanswered.

Yes, Brett. Look, it was regarding cash flow, and that's what the Board took into consideration regarding dividends. Also, if we did pay bigger dividends, the purchase price would have dropped substantially. And we may have had -- it might have dropped more than the dividend because we would have had to go and borrow the money for it if we paid substantial dividends. So the Board concluded that the dividends would be put on hold, and we just go straight with the purchase price or the sale price of AUD 1.40.

Another question from Stephen Mayne. Why weren't shareholders offered a best practice hybrid AGM today rather than just this virtual format? On such a momentous occasion for the company, it would have been good to meet the directors and advisers assembled today in person. Many people -- many public company constitutions don't allow for virtual AGMs. When was our constitution changed to enable this online meeting format to occur?

Yes, Stephen, once again, thanks for your question. Our constitution was changed, I believe, about 3 AGM ago, pre-COVID, it was more than 3. So it was pre-COVID. It was changed, our constitution. If you refer back to that to the Notice of Meeting back then, you'll see that one of the agenda items was to change the constitution to allow virtual meetings. Now the reason why we didn't do a hybrid meeting, hybrid meetings are very expensive. And once again, we're very -- the Board was very cost conscious of where we could save some costs.

I have another question from Brett Westbury. Further to my previous question, why did the Board not even declare the Mega permitted dividend?

Once again, Brett, it was about cash flow. And we looked at our cash flow with the costs associated with this transaction. And the Board felt that it was not prepared to go into further debt or any debt. And yes, it would have still reduced the purchase price or the sale price. So the Board concluded that we would not declare a dividend.

Last question I have is from Stephen Mayne again. This is the last question from me, and please read them -- sorry. Throughout its history, SDI has been controlled by the Cheetham family. Could a representative of the family comment on the issue of why now in terms of selling control to a Chinese company? Have they got close to selling at any time in the past? And who initiated the discussion, SDI or Sinocera?

Thank you, Stephen, for that question. In terms of why now, it seems right with my parents and for the future of our family. And we all see -- we're all happy with that. In terms of selling to a Chinese company, well, it was really the best bidder, and we're really pleased to have Sinocera as our new owners. And have we got close to selling at any time? No, but we certainly discussed it and SDI was the one that initiated the discussions.

No more questions.

Okay. So no further questions. The details of the total valid proxies for this item are displayed. I will be casting the undirected proxies given to me as Chair of the meeting in favor of the resolution. The directors recommend shareholders to vote in favor of this resolution. As there are no further questions, I declare that the poll for this item will be closed in 5 minutes. Ladies and gentlemen, we have now dealt with the item of business of the Scheme Meeting. The results of the poll will be released to the ASX as soon as possible, which is expected to be this afternoon. Thank you, ladies and gentlemen, for your participation at today's meeting. I now declare the Scheme Meeting of SDI Limited closed. Thank you.