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

All attendees are now in the meeting. Chairman?

Thank you very much, Harry. 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 Executive 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 using 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; Company Secretary, Harry Pratt; and our CFO, Dimitrios Argyriou. 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 primarily for the purpose of seeking shareholder approval for the issue of convertible notes to raise up to $10 million in new funds for the company, which will be used for operational expenditure and working capital and will facilitate completion of the company's business restructure. You may wish to ask a question in relation 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. Please note, while you can send the 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 voting open on all resolutions. At that time, the resolution and voting options will appear on 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 until 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. 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. There are 5 resolutions to be put to shareholders as set out in the notice of meeting. I will take the notice of meeting and the accompanying explanatory notes and attachments as read. I now move to the item of business to be considered. Resolution 1. The first resolution is an ordinary resolution. This resolution seeks shareholder approval to -- shareholder approval for the issue of convertible notes to sophisticated and institutional investors to be identified by the company on the terms set out in the explanatory notes to the meeting to raise up to $10 million. 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?

No questions yet, Chairman. I'll just wait a moment. I think we can proceed, Chairman, and I'll let you know if there are any questions that come through.

Thank you, Harry. I'll now move to Resolution 2. Resolution 2. Resolution 2 is an ordinary resolution. This resolution seeks shareholder approval for the issue of convertible notes to the company's lender, Longreach Credit Investors, on conversion of outstanding debt and in connection with the company's proposed capital raise. 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?

No questions, Chair.

I will now move to Resolution 3. As Resolutions 3 and 4 pertain to issues of securities to me in lieu of fees, I now pass the chair to Nonexecutive Director, Adem Karafili, to put those resolutions again. Adem?

Thank you, Chair. Thank you. Resolution 3 is an ordinary resolution. The resolution seeks shareholder approval for the issue of the convertible notes to Executive Chairman, Julian Davidson, in connection with the company's proposed capital raising in lieu of payment of cash fees. 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, with Julian Davidson abstaining, recommends that shareholders vote in favor of this resolution. Are there any questions?

No questions yet, Chairman.

Thank you. I'll move on to Resolution 4. Resolution 4 is an ordinary resolution. The resolution seeks shareholder approval for contingent issue of convertible notes to Julian Davidson in lieu of payment of cash fees subject to the satisfaction of certain conditions. Details of the resolution are set out in the notice of meeting, and the resolution and the proxies received are shown on the screen. The Board, with Julian Davidson abstaining, recommends that shareholders vote in favor of this resolution. Are there any questions?

No questions, Chairman.

Thank you. I'll now pass back to the chair, Julian Davidson, to conduct the rest of the meeting.

Thank you very much, Adem. I'll now move to Resolution 5, which is an ordinary resolution. This resolution seeks shareholder approval for the issue of options to the joint lead managers of the company's capital raise. 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?

No questions, Chairman.

As there are no further items to be brought at this meeting, this concludes the business before this Extraordinary General Meeting. In a moment, 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 the 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.