Smartpay Holdings Limited (SPY) Earnings Call Transcript & Summary

[Audio Gap] make sure that your phones are on silent. In the event of an emergency, please follow the emergency exit signs and instructions of the venue staff. Because this is a hybrid meeting, shareholders' proxies and guests who were not able to travel and attend the meeting in person, have the ability to attend the meeting virtually. All online attendees can watch a live webcast of the meeting and read the company documents associated with this meeting. In addition, shareholders and proxies have the ability to ask questions and to submit votes. For those of you attending the meeting virtually, if you would like to submit a question, the Q&A is always open, so please feel free to submit questions throughout the meeting. These will be addressed at the relevant time. When asking a question in the room, please use the microphone and introduce yourself by name. Just a reminder that this is a meeting for shareholders. Questions may be moderated or if we receive multiple questions on one topic, amalgamated together. Any questions not answered in time will receive an e-mail response after the meeting. Voting today will be conducted by way of a poll. For those in the room, if you do not have a voting paper, please indicate now by raising your hand and a member of Computershare's team will assist you. Voting papers will be collected at the end of the resolution and voting section of the meeting by Computershare's team who will function as scrutineers. For those online, if you are eligible to vote at this meeting, you will be able to cast your vote under the Vote tab. Once the voting has opened, the system will allow votes to be submitted. You can change your vote up until the time I declare voting closed. More information on how to vote online is contained in the virtual meeting online guide on Computershare's website. I will now open the online voting on the resolution. Our background to the scheme. The scheme is a culmination of a process that began with the receipt of various unsolicited nonbinding indicative proposals for the acquisition of Smartpay in early 2025. Smartpay Board formed an independent committee comprising Smartpay's independent directors, appointed external advisers and undertook a comprehensive process with a view to exploring opportunities to enhance shareholder value, including the possibility of continuing to implement Smartpay's current growth strategy as a publicly listed company. Smartpay with the assistance of its external advisers identified and attracted interest from a number of parties as a part of that process. On 25 April 2025, Smartpay received a revised conditional nonbinding indicative proposal from Shift4 Payments to acquire all of the Smartpay shares for a cash price of NZD 1.20 per share. And just for clarification, if I'm talking dollar amounts, it will be in New Zealand dollars. A condition of that revised proposal was that Shift4 Payments be granted a limited period of exclusivity. After careful consideration of that revised proposal and other proposals received, the Smartpay Board determined that it was in the best interest of the shareholders to grant Shift4 Payments a limited period of exclusivity in order to progress the revised proposal and to determine if an acceptable binding transaction could be agreed with Shift4 Payments. The scheme is a combination of that process. After a thorough assessment of the risks and rewards of alternative strategic options, the Smartpay Board determined that the scheme represents the most compelling value for shareholders. The directors consider that $1.20 per share is an attractive price for your Smartpay shares and unanimously believe, in the absence of a superior proposal, that the reasons for you to vote in favor of the scheme outweigh the reasons for you to vote against. Smartpay's Board unanimously recommend that shareholders vote in favor of the scheme. The reasons being: the consideration represents a significant premium to the pre-announcement price of Smartpay shares; the consideration is near the midpoint of the independent adviser's valuation range, which values Smartpay shares in the range of $1.07 to $1.43; the scheme provides an opportunity for shareholders to realize a certain value for their Smartpay shares now for 100% cash consideration; if the scheme completes, shareholders will no longer be exposed to the risks associated with Smartpay's operating performance over time; the consideration represents an acquisition multiple of approximately 14.2x EBITDA based on Smartpay's FY '25 normalized EBITDA of $21.5 million; Smartpay's share price will quite possibly fall if the scheme is not implemented; the scheme is the result of a comprehensive competitive process, and your directors are satisfied that the scheme is the most attractive option for shareholders coming out of that process; no superior proposal has emerged since the scheme was announced, and your directors do not believe that a superior proposal is likely to emerge; Microequities, being a substantial shareholder of Smartpay with 13.3% of shares, has agreed to support the scheme in the absence of a superior proposal; no brokerage costs will be charged on the transfer of your Smartpay shares to Shift4 if the scheme proceeds. Further explanation on each of these points is set out in the scheme booklet. Directors and officers who hold or control shares intend to vote all of their shares in favor of the scheme. In the case of Carlos Gil, the representative director of one of Smartpay's largest shareholders, Microequities, has such intention to vote all of the Smartpay shares that he holds or controls in favor of the scheme. But this does not extend to Smartpay shares held or controlled by Microequities, its associated entities or any funds of or managed by Microequities or its associated entities. However, as outlined more fully in the scheme booklet, separately, we note that Microequities intends to vote all of the shares that it holds or controls in favor of the scheme. The scheme is expected to complete on or about 4 November 2025, subject to shareholder approval at this meeting, High Court approval and other customary conditions. Overseas Investment Office approval has been received, and the scheme does not require any other regulatory approval. Voting. Shortly, shareholders will be asked to vote on the scheme if they haven't already by way of the scheme resolution, which will be put to shareholders as a single resolution. The voting thresholds under the company's act for approval of the scheme are: 75% of the votes of shareholders in each interest class who are entitled to vote and who actually vote must be voted in favor of the scheme resolution, and more than 50% of the total number of Smartpay shares on issue must be voted in favor of the scheme resolution. Both of the voting thresholds set out above must be met for the scheme resolution to be approved. Smartpay has one class of shares, all of which are fully paid up ordinary shares with identical voting rights. All shareholders will vote in the same interest class. As mentioned earlier, voting will be way of a poll. Computershare as scrutineers will confirm whether or not each of the relevant voting thresholds have been met in respect of the scheme resolution. The scheme booklet provides information in relation to the scheme resolution, the scheme itself, how the scheme will be implemented and the reasons for proposing the scheme along with details about the actions you can take in respect of the scheme. Right. I will now put the scheme resolution to shareholders being the resolution that the scheme, the terms of which are described in the scheme booklet, be and is hereby approved. So at this juncture, are there any questions in respect of the scheme or the scheme resolution? Okay. Appears we've got no questions. Ladies and gentlemen, that concludes our discussions. There being no more questions, we will now move to the vote. I declare in-person voting open in addition to online voting. To vote on the scheme resolution, please mark your voting paper with for or against. If you wish to abstain from voting on the scheme resolution, please mark your paper abstain. On screen, you will now see the results of proxy votes received. Any directors who have been appointed as proxies intend to vote undirected proxies in favor of the scheme resolution. I will close the voting online very shortly. So Computershare, I don't think you'll be troubled, but if there are any voting papers, please collect them from anyone in the room. So we'll just give it a moment. We'll we wait for anything online. The results of the votes will be released to the NZX and ASX as soon as possible after this meeting, hopefully, later today. This is my last call for votes. All right. Voting is now closed. So just to conclude, as I outlined earlier, implementation of the scheme remains subject to shareholder approval today, High Court approval, no material adverse changes and any other customary conditions. As you can see from the time line on the screen, it is currently expected that the implementation date will be, as I said, 4 November 2025. Ladies and gentlemen, that brings us to the end of the formal business for the scheme meeting. Just before we close off as this may well be the last meeting of shareholders for Smartpay, I'd like to take this opportunity to acknowledge a few people. Firstly, to my fellow directors, the scheme, if completed, will be the end of an era for Smartpay and for us as directors. Since being approached by Shift4 at the beginning of the year, we have maintained a focus on the business' performance, particularly supporting management and delivering the long planned New Zealand opportunity whilst also ensuring that we conducted a robust process to evaluate the offers received for the company. I thank you all for your engagement in that process. To Marty and his management team and your broader staff, this year has created significant uncertainty and additional workload for you. You have created this opportunity in the way that you have developed Smartpay into an attractive and high-performing Trans-Tasman business even when times have not been easy and things have not always gone as planned. Your ability to pivot and stay focused on the opportunities in front of the business has been outstanding. This is a testament to your leadership, drive and commitment. I'm proud of the way that you and the team have led the company and yourselves through the uncertainty and navigated the market whilst executing the steps to complete the scheme. Finally, to our shareholders, many of you have been with us a long time and over that time, you've supported the Board and management in your endeavors to bring Smartpay to where it is today, and we thank you for that loyalty. Your support and encouragement has been appreciated and is, in a large part, where we are now. So thank you for attending today. And with that said, I now declare this meeting closed.