Viva Leisure Limited (VVA) Earnings Call Transcript & Summary

Thank you for standing by, and welcome to the Viva Leisure Limited 2021 General Annual Meeting. [Operator Instructions] I would now like to hand the conference over to Mr. Bruce Glanville, Chairman. Please go ahead.

Welcome, ladies and gentlemen, to the 2021 Annual General Meeting of Viva Leisure Limited, the third meeting of members since the listing by the company of its shares on the ASX. This is our second virtual meeting through the platform provided by our share registrar, Link Market Services Limited. I'm Bruce Glanville, Chairman of the company, and in turn, Chair of this meeting. By reason of the COVID-19 pandemic and in accordance with the regulatory framework, we consider this virtual format and attendance online is an appropriate meeting forum. If we experience any technical issues today, a short recess or an adjournment may be required, depending on the number of shareholders being affected. If this occurs, I shall advise you accordingly. I declare a quorum present. I'm joined at the meeting by Rhys Holleran, Non-Executive Director; Louise Bolger, Non-Executive Director; and Harry Konstantinou, Managing Director and CEO, together with Kym Gallagher, CFO and Company Secretary. I'm just looking for the slides. We've got a slide pack, hopefully, which shareholders can see, I can't. Nevertheless, I'll press on. We're also joined in the meeting by Sandeep Kumar of Hall Chadwick, our auditors and also a representative of Link Market Securities, our share registrars. At the outset and as set forth in my letter to shareholders included in the annual report, the activities of the company have again been impaired by the periodic government-mandated closedowns over the -- almost 1 year since the last annual meeting. Whilst the 2021 result was affected by the closedowns, we have seen the reemergence of full trading recently, that is with Victoria opening very shortly. The impact to the company is evident in the financial outcomes reported, but important recognition needs to be made of our members, our suppliers, our shareholders and especially our staff for their strong commitment to Viva Leisure. I assure you that each and all are well recognized by your directors. The management team have protected and extended our business during these difficult times despite the toughest of times. The agenda for today, the agenda for the meeting will be: the first item, ordinary business, consideration of the annual report, financial statements and statements by directors and the auditor; formal business of the meeting, which includes the resolutions of the meeting and certainly an opportunity for general questions or comments. The slides are up. Having regard to the market announcement released on the 6th of October 2021 and earlier market announcements as part of the bimonthly updates, which collectively provide a trading update, the CEO will not provide any further update at this time. However, he is available for any questions. The procedures. Shareholders attending the meeting online will be able to cast their vote using the electronic voting card received when online registration is validated. Please refer to the virtual annual meeting online portal guide or use the help line as specified. The shareholders participating online through the virtual meeting website, please click on the ask question button. [Operator Instructions] Asking a question online and voting online requires that shareholders are registered. The link help line on 1 (800) 990-363 will assist if you have difficulty. Shareholder questions received prior to the meeting will be addressed during the general business questions. Before the vote is taken for each item, the proxies for and against the matter to be decided will be disclosed on the screen. These proxies will be those registered as of the closing date and time set out in the Notice of Meeting. If a shareholder who submitted a proxy has attended the meeting this morning and revoke their proxy, then these numbers may change. I'm not aware that any such changes material. Voting on the resolutions will be conducted by way of a poll. Moving to ordinary business. Ladies and gentlemen, the Notice of Meeting dated the 17th of September 2021 has been tabled. And if there are no objections, I propose that the Notice of Meeting be taken as read. I draw your attention to the attachment of the explanatory memorandum in respect of those matters subject to decision today. The explanatory memorandum does not form part of the resolutions set out in the Notice of Meeting. So we move to the first item, the statements and reports. The first item of business is to receive and consider the annual report, the financial report and the reports and statements of the directors and of the auditor for the year ended 30 June 2021. The annual report, including the financial statements and statements by directors, together with the auditor's report, have been made available by electronic means and hard-printed format. Are there any questions online for the directors or for the auditor? There doesn't appear to be any questions. So having no questions, if there's no further comments or questions, the meeting will now move to the ordinary business for consideration and decisions. Item 2 under ordinary business, the adoption of the remuneration report. Proposed resolution is to adopt the remuneration report set out in the director's report for the year ended 30th of June 2021. Are there any questions online? There are no questions. The proxies that I hold as Chairman of the meeting and in my personal favor will be voted in favor of the resolution, unless specifically directed otherwise. Please also note that there are voting exclusions, the details of which are set out in the Notice of Meeting. In essence of those exclusions are: that directors and key management personnel or closely related parties are precluded from voting. Thank you. Could you now please select either for or against or abstain for resolution 1 on the voting card? Other than if you have voted before the meeting. [Voting]

There are no more votes to come. I remind shareholders that voting on the resolutions will be available for 5 minutes after the conclusion of this meeting. We move then to the reelection of Ms. Louise Bolger as a Non-Executive Director. The resolution, proposed resolution, is as Louise Bolger, who retires in accordance with Clause 13.3 of the company's constitution and Listing Rule 14.5 and all other purposes, and being eligible, be reelected as a Director of the company. Ms. Bolger was appointed a Director of the company on the 5th of July 2021. The Board considers Ms. Bolger an Independent Director. Ms. Bolger is highly credentialed and, other than for Ms. Bolger, the Board unanimously recommended her for reelection as a Director of the company. Are there any questions online? There are no questions. The proxies that I hold as Chairman of the meeting and in my personal favor will be voted in favor of the resolution, unless specifically directed otherwise. Thank you. Could you now please select either for, against or abstain for resolution 1 on the voting card? [Voting]

We move then to item 3, dealing with the ratification of the placement on the 4th of December 2020. The proposed resolution is to consider and, if thought fit, to pass the following as an ordinary resolution of the company: that, for the purposes of ASX Listing Rule 7.4 and for all other purposes, the issue on 4 December 2020 of a total of 10,344,828 fully paid ordinary shares in Viva Leisure Limited, the shares, at an issue price of $2.90 per share on the terms and conditions set out in the explanatory memorandum accompanying this notice is ratified. Are there any questions online? There are no questions. The proxies that I hold as Chairman of the meeting and in my personal favor will be voted in favor of the resolution, unless specifically directed otherwise. Thank you. Please now select either for, against or abstain for the resolution on the voting card. Please also note that there are voting exclusions. The details of which are set out in the Notice of Meeting. [Voting]

We'll move then to item 4, the ratification of the placement on the 6th of September 2021. The proposed resolution is to consider and, if thought fit, to pass the following as an ordinary resolution of the company: that, for the purposes of ASX Listing Rule 7.4 and for all other purposes, the issue on 6th September 2021 of a total of 7,558,019 fully paid ordinary shares in Viva Leisure Limited, the shares, at an issue price of $1.55 per share on the terms and conditions set out in the explanatory memorandum accompanying this notice is ratified. Are there any questions online? There are no questions. The proxies that I hold as Chairman of the meeting and in my personal favor will be voted in favor of the resolution, unless specifically directed otherwise. Please also note that there are voting exclusions, the details of which are set out in the Notice of Meeting. Thank you. And could you please now select either for, against or abstain for the resolution on the voting card? [Voting]

We move to the next item of business, approval of the 10% placement facility. To consider and, if thought fit, to pass the following resolution as a special resolution: that, pursuant to and in accordance with ASX Listing Rule 7.1A and for all other purposes, shareholders approve the issue of equity securities up to 10% of the issued capital of the company at the time of the issue, calculated in accordance with the formula prescribed in Listing Rule 7.1A.2 and on the terms and conditions described in the explanatory statement. Shareholders are advised that this is a special resolution and, therefore, requires 75% of the votes cast to be in favor of the resolution. There are certain voting exclusions, the details of which is also set out in the Notice of Meeting. Those exclusions relate to potentially interested parties to the outcome of the resolution. I'm not aware of any such interested party. And in consequence, there are no exclusions from voting on the resolution. Are there any questions online? There are no questions. The proxies that I hold as Chairman of the meeting and in my personal favor will be voted in favor of the resolution, unless specifically directed otherwise. Thank you. Please now select either for, against or abstain for a resolution on the voting card. [Voting]

Move to the next item of business, approval of issue of options to Harry Konstantinou. To consider and, if thought fit, to pass the following resolution as an ordinary resolution: that approval will be given: a, for the purpose of Listing Rule 10.14 million and for all other businesses for the company to grant 243,000 zero-priced options to Managing Director, Harry Konstantinou, or his nominee; and b, for the purpose of section 200E of the Corporations Act to the giving of a benefit to Managing Director, Harry Konstantinou, in connection with any accelerated vesting of those premium-priced options -- I'm sorry, those zero-priced options on cessation of Mr. Konstantinou's employment with the company or a related body corporate of the company. In each case under the company's long-term incentive plan on the terms and conditions described in the explanatory statement. Are there any questions online? There are no questions. The proxies that I hold as Chairman of the meeting and in my personal favor will be voted in favor of the resolution, unless specifically directed otherwise. Please note that there are voting exclusions, the details of which are set out in the Notice of Meeting. In essence, those -- the essence of those exclusions is that Mr. Konstantinou, or an associate of him are precluded from voting. Thank you. Please now select either for, against or abstain for the resolution on the voting card. [Voting]

We'll now move to general matters. I now offer the opportunity for any questions or comments. Are there any questions or comments online? I'd refer to earlier to any questions that we've received before the meeting that we would deal with at this time. I'm not aware that we have received any questions prior to the opening of the meeting. Are there any questions or comments from members? There are no questions or comments. I'm closing the meeting then. Therefore, the shareholders are reminded that they can submit their vote online until 5 minutes after the meeting closes. Ladies and gentlemen, that concludes the business of the meeting. On behalf of the Board, I would like to thank you for your support, and I now declare the meeting closed. The results of the polls will be announced to the ASX later today. Thank you for your attendance and participation in this meeting.