Welcome to the option scheme meeting number two in relation to the scheme of arrangement under which Big Wombat Pty Ltd has proposed for the cancellation and extinguishment of all options in Bigtincan other than those held by Regal Funds Management Pty Ltd as trustee for the Regal Tactical Credit Fund or its nominee in that Regal. This is known as the option scheme. I am Tom Amos, Chair of the Company and Chair of today's meeting. As the time is now 12:00 P.M. and a quorum is present, I formally declare the option scheme meeting number two open for business. Bigtincan option holders eligible to attend and vote at this option scheme meeting number two are those with options in Bigtincan with an exercise price which is lower than 22 cents. I'll refer to those option holders as the in-the-money option holders. The purpose of today's option scheme meeting number two is for the in-the-money option holders to consider and vote on the option scheme proposed by Big Wombat Pty Ltd, an entity ultimately owned by a fund managed and advised by Vector Capital Management, L.P. or its related entities. I will chair this option scheme meeting number two in accordance with the orders of the Supreme Court of New South Wales. I'd like to start by introducing the board of management of Bigtincan Holdings Ltd, who are in attendance today either personally or virtually. Mr. Wayne Stevenson, Non-Executive Director, is here virtually. Mr. Tim Ebbeck, Non-Executive Director, is here virtually. Mr. Akash Goyal, Non-Executive Director, is here in person on my right. Mr. David Keane, Managing Director and CEO, is here next to me. Ms. Lucy Rowe, Company Secretary, is here on the left. A representative of the Computershare is also present. Notice today's option scheme meeting number two is included in the attachment D to the scheme booklet, which was released to the ASX on February 28, 2025, made available to all option holders. I will take the notice of option scheme meeting number two as read. The notice of option scheme meeting number two has been given in accordance with the orders made by the Supreme Court of New South Wales. Q&As. In the in-the-money options, holders, authorized proxies, attorneys, and corporate representatives can ask questions during the meeting regarding the option scheme and the option scheme resolution. Questions can be asked in person if you hold a blue or yellow voting card or via our online platform. They are set up in the notice of option scheme meeting number two attached to the scheme booklet. There was also an opportunity to submit questions prior to the meeting. If you're attending in person and wish to ask a question, I will ask you to raise your hand at the appropriate time. You'll be asked to show your option holder card, and the attendant will take your name and introduce you. If you are joining us virtually, we ask you to please submit any questions or comments via the Q&A function. I ask you to be courteous and respectful of those attending in the meeting. Keep your questions to a reasonable length. Please ensure your questions and comments are relevant to the matter before the meeting today and the in-the-money option holders as a whole. Your questions may be moderated, or if you receive multiple questions on the one topic, they may be collated together. We'll call for verbal questions toward the end of the meeting and address the questions received prior to the meeting and via the online platform at that time. Voting procedures and proxies. The resolution to be voted on by the in-the-money option holders at today's meeting will be decided by a poll. For the purposes of the poll, I appoint Jim McCoyle from Computershare, Bigtincan share registry, to act as returning officer and to conduct the poll. I declare the poll is now open. You may vote at any time from now until I close the poll. I will provide warning before closing the poll. If you're in the room today, you're eligible to vote at this meeting. You will have received a blue voting card upon registration to this meeting. At the required time, the in-the-money option holders and proxy holders with blue voting card will need to mark the box resolution to indicate how they wish to cast their vote. After you have voted at the end of the meeting prior to the closing of the polls, a member of the Computershare team will collect the blue voting card. If you are participating online today on the online scheme meeting platform, you are eligible to vote at this meeting. Once the voting opens, press vote. The icon of voting options will appear on your screen. To cast your vote, select one of the options for, against, or abstain. To change your vote, please click here to change your vote and press a different option to override. You can change your vote up until the time I declare the voting closed. Please note that if you already have submitted your vote by proxy in advance of the meeting, then your vote has already been recorded. I hold a number of proxies as Chairman of the meeting. As set out in the notice of option scheme meeting number two, I will vote all the director proxies in favor of the option scheme resolution. An overview of the scheme. I'll now give you an overview of the option scheme. On the 5th of December 2024, Bigtincan announced that it had entered into a scheme implementation deed, or SID, with Big Wombat Pty Ltd, an entity associated with Vector. Under the SID, Big Wombat Pty Ltd agreed to acquire 100% of the ordinary shares of Bigtincan by way of a scheme of arrangement, cash consideration of AUD 0.22 per share. The SID also provides for the separate and concurrent scheme of arrangement between Bigtincan and the holders of certain of its options under which each holder will receive cash for each instrument held in accordance with the agreed valuation methodology. If the option scheme proceeds, each holder of Bigtincan options other than Regal has a scheme record date currently proposed to be 7:00 P.M., Monday, the 14th of April 2025, with all their Bigtincan options cancelled and extinguished on the implementation due date, currently proposed to be Wednesday, the 23rd of April 2025. In that consideration, Bigtincan options will receive, in respect of their out-of-money Bigtincan options, a cash amount which Vector has informed Bigtincan has been calculated in accordance with the Black-Scholes option valuation methodology described in section 6.5(a)(1) of the scheme booklet. In respect of the in-the-money Bigtincan options, a cash amount which is equal to AUD 0.22 less than the legal exercise price of the Bigtincan options. Neither the share scheme nor the option scheme is subject to any financing conditions. The SID includes terms and conditions customary for a transaction of this nature, including exclusivity arrangements and the provision of payment for a break fee, an adverse break fee of AUD 1.826 million to be paid to either Bigtincan or Big Wombat Pty Ltd in certain circumstances. Board recommendation independent expert conclusions. As you're aware, the independent expert, Lonergan Edwards & Associates Limited, has concluded that the share scheme is fair and reasonable and therefore is in the best interest of the Bigtincan shareholders in the absence of a superior proposal. On balance, the option scheme as a whole is in the best interest of the Bigtincan shareholders in the absence of a superior proposal. The independent expert has estimated that the underlying value of Bigtincan shares is to be in the range of 19-23 cents per Bigtincan share. The share scheme consideration of 22 cents per Bigtincan share is within the valuation range. I can confirm that no superior proposal has been received by the Bigtincan board. Additional background to the option scheme, including the reason to vote in favor or against the scheme, has been included in the scheme booklet that was sent out to option holders. Bigtincan directors unanimously recommend that Bigtincan security holders vote in favor of the scheme resolution at the scheme meetings 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 the relevant Bigtincan security holders. Subject to the same qualifications, each Bigtincan director intends to vote in favor of the scheme in respect of all Bigtincan shares and options controlled by or held by them or on their behalf. Conditions present at the option scheme. The option scheme remains subject to the limited number of customary conditions which are set in the scheme booklet, and your Bigtincan directors are not aware of any circumstances which have caused any of the outstanding conditions present not to be satisfied. These conditions primarily include Bigtincan option holders approving the option scheme resolution at today's option scheme meetings and approval of the option scheme by the Supreme Court of New South Wales and the share scheme becoming effective. Timetable. I turn now to propose timetable implementation of the option scheme. If the option scheme is approved by the requisite majorities of the option scheme meetings and as the share scheme is approved by the requisite majorities at the share scheme meetings, Bigtincan expects the option scheme to the Supreme Court of New South Wales for approval on Tuesday, the 8th of April 2025. If the court approves the option scheme, a copy of the court orders approving the option scheme is expected to be lodged with the Australian Securities Investment Commission on Wednesday, the 9th of April, which would be then the option scheme becoming effective. Bigtincan option holders other than Regal on the register at 7:00 P.M. Sydney time on Monday, the 14th of April 2024, will be entitled to receive a relevant option scheme consideration for each Bigtincan option they hold on that date. Payment for the approval of the option scheme consideration will be made on the implementation date, which is expected to be Wednesday, the 23rd of April 2025. Formal business begins at this meeting. We will now move to the formal business of the option scheme meeting number two. The notice of option scheme meeting number two was included in the attachment D to the scheme booklet, which was dispatched to the in-the-money option holders on or around the 5th of March 2025. I propose to take that notice as read. In order for the option scheme resolution to be passed at this option scheme meeting number two, it must be approved by a majority of the number, i.e., more than 50% of the relevant Bigtincan option holders present, voting in the option scheme meeting number two, whether in person, attending online, or by proxy, or by attorney, or by a corporate representative, and at least 75% of the total amount of relevant debts and claims of all relevant Bigtincan option holders present and voting at the option scheme resolution at the option scheme meeting number two, where the amount of each Bigtincan option holder's debt and claim will be the same as the option scheme consideration payable in respect to their in-the-money Bigtincan options under the option scheme. Questions. I'd now like to open the meeting to questions in relation to the option scheme. Are there any questions from the floor? All right. If there are no questions from the floor, do we have any questions online? No questions. All right. Thank you for your questions. We will act thereof. We will now proceed to the meeting of the option scheme resolution as set out in the notice of option scheme meeting number two. Option scheme resolution should be now on the screen. The option scheme resolution is set out on the screen now and is as follows. To consider and if thought fit to pass the following resolution in accordance with section 411(4)(a)(1) of the Corporations Act. One, that pursuant, two, and in accordance with section 411 of the Corporations Act 2001, the scheme of arrangement proposed between Bigtincan Holdings Ltd and holders of certain options in Bigtincan Holdings Ltd, terms of which are contained in and more particularly described in the scheme booklet, which the notice of option scheme meeting number two forms part. For the cancellation extinguishment of the Bigtincan Holdings Ltd options is agreed to with or without alterations or conditions approved by the court and which are agreed to by Bigtincan Holdings Ltd and Big Wombat Pty Ltd and subject to approval by the option schemes by the court, the Bigtincan Holdings Ltd board of directors is authorized to implement the option scheme with any such alterations or conditions. Details of the proxy votes received from the in-the-money option holders prior to the option scheme meeting are now on the screen. Conducting the poll. Those that are physically in attendance, please mark your vote on the option scheme resolution on your blue voting card. Those attending virtually can vote via the online portal. Can all option holders voting online, please now ensure that they have submitted their vote. For those attending in person, please now invite Computershare to collect the voting cards. Cards all collected. Yes, I've collected the cards. Have all the persons that have attended the vote submitted their cards or voted online? Online voting. I give you a fair warning that we are going to close the poll soon. Are there any other questions or comments to be submitted? No questions. All right. There's no questions online. I hereby declare the poll now closed. Computershare will now process the poll results and announce we will expect to be lodged with the ASX once the results are available. Meeting closed. As there have been no other business, I'd like to thank all the in-money option holders for their attendance. Now we'll end the formal part of today's meeting by declaring the formal part of the meeting now. Thank you.
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