Xref Limited (XF1) Earnings Call Transcript & Summary

Good afternoon, ladies and gentlemen. My name is Thomas Stianos, I am the Chair of Xref Limited, and I welcome you to the Xref scheme meeting. This meeting relates to the scheme of arrangement, whereby all of the issued shares in Xref to be acquired by SEEK Limited nominees and wholly owned subsidiary SEEK International Investments Proprietary Limited. In today's scheme meeting, I'll refer to SEEK Limited as SEEK and SEEK International Investments Pty Ltd as SEEK nominees. Before we start to those in the room, could I please ask you -- well, I've already asked you to switch off your phones, and I think I don't need to repeat that. Please also note that the use of recording devices is not permitted. Today's meeting is being held as a hybrid meeting, and Xref shareholders have been given the opportunity to participate either in person or either virtually or by telephone, by Zoom. Voting on the scheme resolution will be conducted on a poll. The poll will open shortly at the beginning of the scheme meeting and will remain open until the close of the meeting. Xref shareholders had the option advance at today's meeting to appoint a proxy. If you did not lodge your proxy form and wish to vote on the scheme resolution, you may vote by poll during the meeting. If you're attending virtually or by telephone, and you are eligible to vote and wish to vote, you will need to log on to the Automic meeting platform via your computer tablet or smartphone and follow the instructions on the screen or the instructions on the front page of the notice of meeting. Please note, you cannot change your vote once you have submitted it. You have -- if you have any difficulty logging into Automic platform, please contact the share registry Automic on the telephone that are currently displayed on screen. Those Xref shareholders attending in person, you may also vote by completing the voting card, when registering and lodging at the end of -- and lodging at the end of the meeting. If you have any difficulty completing it, please raise your hand and somebody will help you. Please note that if you cast a live vote at today's scheme meeting, any proxy form previously submitted will be overwritten. Prior to putting the scheme resolution to the scheme meeting, the scheme resolution will be shown on the screen, will similarly be showing the number of proxy votes received. As Chair, any undirected proxies I have been given will be voted in the poll in favor of the scheme resolution as indicated in the notice of meeting. Poll voting will close at the end of the meeting, and the poll votes will then be added to the votes completed by proxy via share registry Automic and the results of the voting will be -- of the scheme resolution will be released to the ASX once available. Mathew Hunter behind us from Automic is the returning officer for purpose of conducting and determining the results of the poll. Now we have a quorum of 5 members for this meeting as required by Xref's constitution, and I therefore, declare the meeting now open. I also declare poll voting open. I'd like to introduce our Founder, Executive Director and Chief Executive Officer, Lee-Martin Seymour; the Non-Executive Director, Nigel Heap; Company Secretary, Robert Waring; Chief Financial Officer, James Solomons and Chief Technology Officer, Sharon Blesson. We're all available to respond to any questions you may have about the scheme in the course of the scheme meeting. You may raise questions specific to each item of business by either verbally asking a question after raising your hand or if you're joining the scheme meeting virtually by either pressing the hand icon at the bottom of the screen to verbally ask a question or via the Q&A section on the Zoom application to type in a question. These questions will be addressed by me or the relevant person and when considering the scheme resolution. Also, please note for procedural efficiency, questions may be amalgamated together if we receive multiple questions on the same topic. After we've concluded the formal business of the scheme meeting, there will be an opportunity to ask further questions relating to the scheme. The notice of the scheme meeting was circulated to Xref shareholders as required by the Corporations Act and the ASX listing rules. I propose that the notice of meeting be taken as read. Today's presentation slides have been lodged with the ASX this afternoon are available on the ASX website. Before moving to the formal business, I'd like to say a few words about the proposed scheme. Details of the scheme are also set out in the scheme booklet. Scheme booklet remains up-to-date and complete. As stated in the scheme booklet and on screen, the scheme arose following a strategic review announced by Xref on the 21st of May 2024 after a number of parties expressed interest in potential acquisition of Xref. Following engagement with potential acquirers as part of the strategic review, SEEK was the only party to submit an indicative proposal, which it did on 20th September 2024. On 14th of November 2024, SEEK announced it had entered into a scheme implementation deed with SEEK under which SEEK agreed that its or wholly owned nominee of SEEK would acquire all of the shares in Xref for cash consideration of $0.218 per share. If the scheme is approved and implemented, it is intended that the Xref shareholders will receive cash consideration of $0.218 per share, and this represents a 61% premium to the undisturbed price prior to Xref announcing its strategic review, and that was at $0.135 per share being the closing share price on 20th of May 2024. It also represents a 61% premium to the closing price on 11th of October '24 being the last day on which Xref shares traded on the ASX prior to the announcement date and that was $0.135 a share. It represents a 41% premium to the 30-day volume weighted average price to the -- to and including 11th of October being the last date on which Xref shares traded prior to the announcement date at volume weighted price was $0.155. It represents a premium to historical share price as the scheme consideration of 21.8% shares is higher than Xref closing price at any time in the 12-month period ending 11th of October 2024, the highest price being $0.195 on 6th of June '24. It represents a 4% premium to the closing price on the last practical date prior to the date of the scheme booklet being 17th of December '24, and this reflects the market price of Xref shares, having increased towards the level of the share consideration following the announcement date. The scheme booklet sets out various reasons why Xref shareholders may vote in favor of the scheme for various reasons why they move out against the scheme. These are set out in detail in Section 1 of the scheme booklet and are also displayed on the current slide. The scheme booklet contains further information, including details regarding the risks associated with the scheme as well as the risk associated with Xref shareholders continuing in Xref. Xref Directors appointed BDO Corporate Finance Australia Proprietary Limited as the independent expert to assess the merits of the scheme. The independent expert concluded that the scheme is fair and reasonable and in the best interest of Xref shareholders in the absence of a superior proposal. Complete copy of the independent expert report was attached to Annexure A to the scheme booklet. The Xref directors unanimously recommend that you vote in favor of the scheme in the absence of a superior proposal and subject to the independent expert continuing to conclude that the scheme is in the best interest of Xref shareholders. Prior to the scheme meeting, the Xref directors who hold or control Xref shares have given instructions that all of the Xref shares controlled or held by on behalf of them be voted in favor of the scheme in the absence of the superior proposal and subject to the independent expert continuing to conclude that the scheme is in the best interest of shareholders. Xref Directors confirmed that as at the time of this scheme meeting, no superior proposal has emerged nor are we aware of any superior proposal likely to emerge. When considering the Xref Directors' recommendation, you should have regard to their interest as laid out in Sections 9.4 and 9.5 of the scheme booklet. The implementation of the scheme remains subject to the following precedents, the approval of the scheme resolution by Xref shareholders at today's meeting. And by request a majority of which will be determined at today's meeting and also the approval of the scheme by the Supreme Court of New South Wales at the second court date, which I think is scheduled for next Monday. The scheme is also subject to other customary conditions precedent, which are described in detail on scheme booklet, noting that the scheme is not subject to any financing or due diligence conditions. As at the time of today's meeting, the Xref directors are not aware of any circumstance, which would cause any of these outstanding conditions, not to be satisfied or waived, if applicable. I now turn to the proposed timetable for implementation of the scheme. If the scheme is approved by the requisite majority of shareholders at today's scheme meeting, Xref expects to take the scheme to the Supreme Court of New South Wales for approval at 3:00 p.m. on Monday, the 10th of February. If the court then approves the scheme, a copy of the court order approving the scheme is expected to be lodged with the Australian Securities and Investment Commission on Tuesday, the 11th of February 2025, that's Tuesday next week, which would by -- which would then be scheme would become effective -- which is when it will become effective, excuse me. It is expected that Xref shares will be suspended from trading on the ASX at the close of trade on that day. If the scheme becomes effective, the Xref shareholders on the register at 5:00 p.m. on Thursday, the 13th of February, will be entitled to receive the scheme consideration of $0.218 per share. Payment of the scheme consideration will be made on the implementation date, which is expected to be Thursday, the 20th of February 2025. If you have nominated a bank account, if you have not nominated a bank account through Automic website, we strongly recommend you do so as soon as possible. See the scheme booklet for further instructions. We now move to the formal business of the scheme meeting, and that is to consider and if you think fit to pass, with or without amendment, the following resolution in accordance with Section 411(a)(ii) of the Corporations Act. That pursuant to in accordance with Section 411 of the Corporations Act, the scheme, the terms of which are contained in and more particularly described in the scheme booklet of which this notice of scheme meeting forms part, is approved with or without modification, alteration or conditions as approved by the court and agreed to by Xref SEEK in writing. And subject to approval of the scheme by the court, the Xref Board is authorized to implement the scheme with any modifications, alterations or conditions. In order for the scheme resolution to be passed, it must be approved by the requisite majorities. Unless the court determines otherwise, majority in number, i.e., more than 50% of Xref shareholders present and voting at this scheme meeting, whether in person, virtually or proxy by attorney or by corporate representatives. And secondly, at least 75% of the total number of votes casted on the scheme resolution -- on the scheme resolution by the Xref shareholders present and voting at the scheme meeting, whether in person, virtually, by proxy or corporate representative. So before putting the motion to the vote, I now offer Xref shareholders the opportunity to ask any questions you may have about the scheme. Are there any questions? You want to come here and read. So we have a number of online questions.

Yes. The first question is, why did trading volumes suddenly pick up last Wednesday?

I don't know. Anybody wants to hop.

Okay. Another question.

Look, I can only guess. People might be trying to preempt what they think the outcome of the scheme meeting could be or could be something completely different.

Okay. What sort of solicitation campaign do we run to encourage retail shareholders to participate by voting on today's deal?

We engaged Automic to do outreach call program -- equipped with a script of what questions they might get and what was consistent with what's in the scheme booklet. Any of the other...

[indiscernible]

Yes. Thank you, Mike. -- both e-mail and phone calls.

And the final online question at the moment is Sigma Healthcare suspended their stock the whole day last Wednesday when holding their Chemist Warehouse scheme meeting, do we consider doing the same today, particularly given the material 23% against vote creating uncertainty about the outcome?

Yes, we did consider that. And because we released the proxy votes and made it clear where we were and the fact that it was indeterminate what the outcome might be. We thought that the ASX would not approve a trading hold given the market is fully informed.

Another question has just come through. Who was the proxy other than the Chair nominated by the shareholders, I'm not sure if we can answer that question for privacy reasons?

Yes, I am not -- the proxy is present here, and I don't know if what privacy reasons reveal that. No, I don't -- our lawyers are saying it's probably not appropriate for us. Otherwise, we'll be delving into all sorts of -- I mean there's a lot of people voting. We don't give information about that.

No other questions at the moment.

And what's this one? Have we covered it? Any other questions? No? Okay, it appears that there aren't any other questions. So I'd just ask you now to cast your vote. Any shareholder who has not voted, please do so now. Mathew Hunter from Automic will collect your voting cards. I think you'll collect them here. Yes. So while you're finalizing your vote, I'll just read out the details of proxies received, although we did. My card -- thank you, Mathew. The proxy votes received in respect to the scheme meeting were 90,415,000-odd proxy votes in favor from 54 shareholders, representing 62% of the proxy votes and 70% of shareholders by number, 19,435,000-odd proxy votes undirected from 7 shareholders, representing 13.47% of the proxy votes and 9% of the number of shareholders. 34,000-odd votes were held by me and have been voted in favor of the resolution. Further 34,466,000 proxy votes were voted against the resolution from 17 Xref shareholders representing 23.88% of the proxy votes and 22% by number of the shareholders. So Automic will collate and process the votes submitted by poll shortly. The voting results of the scheme resolution addressed in this scheme meeting will be finalized after the close of this meeting and will be announced to the ASX platform as soon as they are available. Please complete your poll voting, whether it's online or here, and we'll be closing soon. Are there any -- is there any other business anybody wants to raise any other general questions on Xref? If there's nothing else, then I declare the poll voting is now closed. Thank you for your attendance and for your continued support of Xref. I now formally declare the meeting closed.