Top Shelf International Holdings Ltd (TSI) Earnings Call Transcript & Summary

Good morning, everyone, and welcome to the Extraordinary General Meeting of Top Shelf International Holdings Limited. My name is Julian Davidson, and I'm pleased to address this meeting as your Chairman. I'd like to take this opportunity to thank those present for taking the time to attend today's meeting. Your support and interest in the company's affairs is appreciated by the Board. Today's meeting is being held as a virtual-only meeting via the Lumi platform. This allows shareholders, proxies and guests to attend the meeting virtually. Shareholders and proxies have the ability to ask questions and submit votes. Also present at today's meeting are my fellow Board Member, Adem Karafili; our CEO, Trent Fraser; our Company Secretary, Harry Pratt; and our CFO, Ben Kennare. Representatives from our share registry, Boardroom, are also present and will be acting as returning officer and scrutineer. As shareholders will be aware, this Extraordinary General Meeting has been called for the purpose of seeking shareholder approval for the sale and leaseback of Top Shelf's Eden Lassie agave farm property to an entity associated with major Top Shelf shareholder and former director, Stephen Grove. The transaction excludes the Eden Lassie agave farm's distillery plant, equipment assets and agave plant. If approved, the transaction will enable the company to retain full ownership and control of the agave agronomy activities and distillery operations, monetize the Eden Lassie agave farm property and use the proceeds for working capital purposes, including further reduction of debt. As previously announced to the ASX, other resolutions, which were set out in the Notice of the Extraordinary General Meeting relating to the issue of share rights to directors in lieu of cash fees, will no longer be put to shareholders due to recent and ongoing changes in the Board's composition. As such, shareholders will be asked to consider and vote on Resolution 1 only at today's meeting. You may wish to ask a question related to the resolution to be put today. [Operator Instructions] A copy of your submitted questions along with any written responses from our meeting team can be viewed by selecting My Messages. [Operator Instructions] Please note, while you can submit questions from now on, I will not address them until the relevant time in the meeting. Questions which are not relevant to the business of the meeting may be answered separately in due course via e-mail. Shortly, I will declare open -- I declare voting open on Resolution 1. At that time, the resolution and voting options will appear on the screen. To cast your vote, simply select one of the options. Your vote is automatically recorded. There is no need to press a Submit or Enter button. You do have the ability to change your vote up to the time I declare voting closed. The resolutions will soon appear. Please submit your votes at any time. I will give you a warning before I move to close voting. Ladies and gentlemen, this now brings us to the formal part of the meeting. The Company Secretary has informed me that we have a quorum present. I therefore declare this Extraordinary General Meeting of Top Shelf open. Voting today will be conducted by way of a poll, and I now declare voting open. As mentioned, only one item of business, being Resolution 1 as listed in the Notice of Meeting sent to shareholders in August, will be put to shareholders. I will take the Notice of Meeting and the accompanying notes and attachments as read. I now move to the item of business to be considered. Resolution 1, the first and only resolution on the agenda today, all other proposed resolutions having been withdrawn, is an ordinary resolution. This resolution seeks shareholder approval for the sale and leaseback of the company's Eden Lassie agave farm property to related party of the company being an entity associated with substantial shareholder and former director, Mr. Stephen Grove. Details of this resolution are set out in the notice of meeting, and the resolution and proxies received are shown on the screen. The Board recommends that shareholders vote in favor of this resolution. Are there any questions on this resolution?

I'll just wait a few moments, Julian, for questions. I haven't seen anything yet.

Ladies and gentlemen, as all other resolutions set out in the notice of meeting have been withdrawn, there are no further items to be brought at this meeting, and that concludes the business before this extraordinary general meeting. In a couple of minutes, I will close the voting system. Please ensure that you have cast your vote on all resolutions. I will now pause to allow you time to finalize these votes. [Voting]

I now declare the voting closed. The results of the poll will be announced on ASX via an ASX announcement and will also be displayed on the company's website. I now declare this Extraordinary General Meeting closed. Thank you for your attendance and participation. On behalf of the Board, we look forward to your continued support. Thank you.