Hello, everyone. I am Rubin McDougal, Non-Executive Chair of Boart Longyear. On behalf of my fellow directors, welcome to this special meeting of Boart Longyear shareholders. I confirm that a quorum is present and call this special meeting to order and formally declare the meeting open. In accordance with the bylaws of Boart Longyear, I will be acting as chair of this special meeting. Also, in accordance with the bylaws of Boart Longyear, I appoint Nicholas Nash, Global Corporate Counsel, Securities, Governance and Compliance, and Company Secretary, as secretary for this special meeting. In attendance with me today is President and Chief Executive Officer, Jeffrey Olsen, and Shannon McCrae, and another—an additional non-executive director. The purpose of today's meeting is to give shareholders the opportunity to consider and vote on the proposed Plan of Arrangement involving the company, pursuant to which AB Acquisition Corporation, an entity that is wholly owned by funds managed by American Industrial Partners, will acquire all of the issued and outstanding common shares of the company. Our share registry, Link Market Services, is represented here today by Sumit Singh, who is in attendance online. I appoint Sumit Singh from Link Market Services as Returning Officer for today's meeting. CDI holders and duly appointed proxy holders can ask questions during this meeting by submitting a question via the Q&A function in the online meeting platform. To ask a question, select the Ask a Question icon and enter your HIN or SRN or proxy number. Then type your question in the text box, and once you have finished typing, hit Submit. Please note that while you can submit questions at any time, I will not address them until the relevant time in the meeting. Please also note that your questions may be moderated, or if we receive multiple questions on one topic, amalgamated together. Mr. Tony Shaffer, Boart Longyear's Head of Investor Relations, will act as the moderator for the questions, and I will ask Mr. Shaffer if there are any questions after the resolution. Voting today will be conducted by way of a poll. I will shortly open voting for the arrangement resolution. Some holders of Boart Longyear CDIs have already voted in advance of this meeting by submitting a CDI voting instruction to direct CHESS Depository Nominees Pty Limited, to vote their shares underlying their CDI holding in accordance with their instructions. If you have already done so, you need not vote again. Some holders of Boart Longyear CHESS Depository interests may have lodged a proxy appointment direction to CHESS Depository Nominees Pty Limited, to appoint themselves or another person as proxy to vote the shares underlying their CDI holding in real time at this meeting. If this applies to you, and you are a duly appointed proxy holder who would like to vote at this meeting, please ensure that you have registered to vote by clicking on the Get a Voting Card button and entering the proxy number you would have received from Link Market Services via email. If you have not validly lodged a proxy appointment direction and received a proxy number from Link Market Services, you will not be able to vote in real time at this meeting. Once you have registered, your voting card will appear with the arrangement resolution. To submit a full vote on the resolution, ensure you are in the Full Vote tab and place your vote by clicking on the For or Against voting buttons, and then click Submit. You can change your vote up until the time I declare voting closed, which will be at the end of the meeting. Before moving to the formal resolution on slide two, I would like to say a few words about the proposed transaction. Details of the transaction are outlined in the information circular, which was made available to shareholders and published on the company's website and on the ASX announcement platform prior to this meeting. The transaction will be implemented by way of a court-approved Plan of Arrangement under the Business Corporations Act of Ontario. If the transaction is approved and implemented, AB Acquisition Corporation will acquire all of the issued and outstanding common shares in Boart Longyear. Pursuant to the plan of arrangement, shareholders will receive the following consideration in accordance with the terms of the plan of arrangement.... Centerbridge and Ascribe will receive up to $1.2351 in cash per share, subject to adjustments. HG Vora will receive $1.2009 in cash per share, and the rollover shareholders, being Corre, First Pacific Advisors, and Nut Tree Capital, will exchange a majority of their shares for equity securities in a parent entity of AB Acquisition Corporation. So that as of immediately following the closing, they will collectively own, hold interests represented in approximate 33% aggregate ownership interest in that entity, and up to $1.9554 in cash per share for the remainder of their shares, subject to adjustment. And as a result of Centerbridge, Ascribe, and HG Vora accepting reduced compensation, shareholders other than the rollover shareholders, Centerbridge, Ascribe, and HG Vora, will receive $1.9554 in cash per share. The consideration of $1.9554 represents a 64% premium to the closing price of the company CDIs on ASX of AUD 1.75 on 22 December 2023, the last trading day prior to Boart Longyear announcing the transaction, and a 96% premium to the 30-day weighted, volume-weighted average price of the company CDIs on ASX of AUD 1.46, up to and including the last trading day prior to Boart Longyear announcing the transaction. After careful consideration and after receiving advice from our financial advisors and outside counsel, the board has unanimously determined that the transaction is in the best interest of Boart Longyear and is fair to the company's shareholders, other than the rollover shareholders. Accordingly, the board unanimously recommends that the shareholders vote in favor of the arrangement resolution at this meeting. Your board considered a number of factors in arriving at its determination to recommend the transaction to shareholders. These are set out in detail in the information circular made available to shareholders, and some of the reasons are also summarized on the slide now showing. In the course of their deliberations, the board also considered a variety of risks and other factors, further details of which are set out in the information circular. If the requisite majorities of Boart Longyear shareholders vote in favor of the transaction at today's special meeting, Boart Longyear will apply to the Ontario Superior Court of Justice for final approval of the transaction. The court hearing to approve the transaction is scheduled for Tuesday, 27 February, 2024, Eastern Standard Time, following which, the results of the court hearing will be announced by the company to the ASX. Closing of the transaction is expected to occur five business days after all necessary regulatory and court approvals, and each other condition precedent to the transaction have been satisfied or waived, where permitted. The consideration will be dispatched to shareholders shortly after closing. The removal of the company from the official list of ASX is expected to occur with effect at close of trading on ASX on the trading day after closing. I now declare the poll open. The only resolution for consideration at this meeting is a special resolution, the arrangement resolution, to provide the proposed plan of arrangement involving the company and AB Acquisition Corporation, pursuant to Section 182 of the Business Corporations Act (Ontario). The full text of the arrangement resolution is set out in Appendix B to the information circular made available to shareholders in advance of this meeting. For the transaction to proceed, the arrangement resolution must be approved by at least 66% or 2/3 of the vote cast on the arrangement resolution by the shareholders present or represented by proxy at this meeting, and a simple majority of the votes cast on the arrangement resolution by the shareholders, other than the rollover shareholders, present or represented by proxy at this meeting. The valid proxy votes received by the company on the arrangement resolution prior to this meeting are displayed on the slide, apologies. Are there any questions or comments on the arrangement resolution? Mr. Shaffer, We have one question: How many shareholders were eligible to vote on today's takeover, and how many did so by proxy? All of the shareholders were eligible to vote, so that's 100%, and those who did by proxy is something I don't have right at hand. Okay. Those are all the questions. There being no more questions, I put the arrangement resolution to the meeting. If you haven't already done so, can all appointed proxies please now ensure that they have cast their votes on the arrangement resolution? I will allow a few moments for appointed proxies to submit their votes before I close the meeting. I ask that all appointed proxies ensure that they have cast their vote on the resolution. I will close the poll in one minute and conclude the meeting. Ladies and gentlemen, I now declare the poll closed and formally charge Sumit Singh as Returning Officer to count the votes. Details of the final result of the special meeting will be posted on both Boart Longyear's website and on the ASX company announcement platform later today. I would like to thank you all for your attendance and participation, and I now formally declare this special meeting closed. Thank you.
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