Good morning, everyone, and welcome to the Scheme Meeting of Class Limited. My name is Matthew Quinn, and I have the pleasure of being the chairman of your company. I will be chairing today's meeting. As a quorum is present, I declare the Class Scheme Meeting open. I propose to take the notice of scheme meeting as read. On behalf of the Class board and the management team, I would like to welcome our shareholders, their proxies, attorneys or representative present. Thank you for attending today. This meeting has been convened in accordance with the orders made by the Supreme Court of New South Wales on 15th December 2021 and the Constitution of Class. The purpose of this meeting is for shareholders to vote on the proposed scheme of arrangement in relation to the acquisition of Class by HUB24 Limited, who I will refer to during this meeting as HUB24. HUB24 is an ASX-listed financial services company that was established in 2007 and is a leading provider of wealth management, superannuation, investment platforms, technology and data solutions to the Australian market. Given the ongoing health risks associated with COVID-19 pandemic, in the same manner as our 2021 annual general meeting, today's scheme meeting is being held via an online platform. Joining me today include fellow Class board members, together with our Class CEO and Managing Director, Andrew Russell, and Company Secretary, Jasmin Chew. Representatives of Class' share registry Link Market Services are also present online to assist in the poll process of the scheme meeting. For the purpose of the scheme meeting, I appoint Aaron Coulter as the Returning Officer. Mr. Coulter has agreed to act in this capacity. All other attendees are currently listening to a live webcast of the meeting, and you're also able to ask questions and submit votes through the platform. If we experience any technical issues during today's meeting that results in a significant number of shareholders being unable to reasonably participate, I will adjourn the meeting. We would hope that any technical issues could be resolved quickly and the reconvened meeting held later today. Please check the ASX if this eventuates. Voting is now open. I will now provide an overview of the online platform, including how to ask questions and vote. If at any stage you have difficulties with the platform, there is a helpline number displayed at the top of the page, which you can call. That number is 1800 990 363. Today's presentation slides were lodged with the ASX this morning and are available on the ASX website. At the bottom of the online platform, there are three boxes: Get a voting card, Ask a question, and Downloads. In the Downloads section, you will see three documents being the Scheme Booklet, the Notice of Meeting, and the Scheme Meeting Online Guide, which provides detailed guidance on how to use the online platform. If you have joined this meeting via telephone and would like to ask a question, when I call for questions on the scheme resolution, you'll be asked to press star one on your keypad to raise your hand online. When it is time to ask your question, the moderator will introduce you to the meeting and your line will be unmuted. If you no longer wish to ask your question, you can lower your hand by pressing star two on your keypad. Note that only Class shareholders and proxy holders will be eligible to ask questions. If you have joined this meeting via the online platform and did not submit a question prior to the meeting but would like to ask a question online, you can do so through the following process. Click the Ask a Question button either at the top or bottom of the webpage. In the Regarding section, click on the dropdown arrow and select the category for your question. Click in the Question section and type your question and click Submit. A View Questions box will appear where you can view your questions at any point. Only you will see the questions you have asked. If your question has been answered and you would like to submit another question, please submit. Please click Submit Another Question. If you have yet to obtain a voting card, you will be prompted to enter your shareholder number or proxy details before you can ask a question. Please note that while you can submit questions via the online platform at any time, the chair will only address questions at the relevant time in the meeting. Questions must be relevant to the business of today's meeting, being the approval of the scheme. Please also note that if we receive multiple questions on one topic, they may be amalgamated, but we will be very conscious to try and answer everyone's questions throughout the course of today's meeting. Once again, if you experience any difficulties on the online platform, the helpline number is displayed at the top of the webpage. That number again is 1800 990 363 within Australia and overseas. I will now briefly summarize the voting procedures which apply to this meeting. As outlined in the scheme booklet, the vote on the scheme resolution will be conducted by a poll. Shareholders or their proxy holders, attorneys, and corporate representatives are entitled to vote on the scheme resolution. Shareholders have the option in advance of today's meeting to appoint a proxy or to submit a direct vote. If you did not do this, you may also vote via the online platform during the meeting using the Get a Voting Card button. Instructions on how to do this are displayed on the slides now. Please note that if you cast a live vote at today's scheme meeting, any direct vote or proxy previously submitted will be overwritten. If you have previously appointed a proxy when logging into the live webcast of the scheme meeting, you would have been presented with the option to either revoke your proxy or view the scheme meeting as a non-voting shareholder. If you revoked your proxy when logging in, you will be able to participate in and vote at the scheme meeting. However, if you did not revoke your proxy, then you will only be able to view the live webcast of the scheme meeting and ask questions. You will not be able to vote on the scheme resolution. I, as the Chair, will vote all available proxies in favor of the scheme resolution, and we will shortly display the number of proxy votes received in relation to the scheme resolution prior to the meeting. The voting will close when announced by myself as the Chair during the scheme meeting. Once voting has been closed, all submitted voting cards will not be changed. After the meeting closes, your votes will be counted by our registry, Link Market Services, and the results will be announced on the ASX as soon as available today. Before moving to our formal business, I would like to say a few words about the proposed scheme of arrangement. Details of the scheme of arrangement are also outlined in the scheme booklet, which was made available to shareholders in accordance with the orders of the Supreme Court of New South Wales on 15 December 2021. If the scheme is approved and implemented, HUB24 will acquire all the shares in Class held by shareholders. Eligible Class shareholders will receive 1 HUB24 share for every 11 Class shares held at the scheme record date and cash consideration of AUD 0.125 for every Class share held at the scheme record date. HUB24 shares issued as scrip consideration include an entitlement to any interim dividend paid by HUB24 in respect of the half year ended 31 December 2021 and any associated franking credits. Noting that the potential value in franking credits attached to any HUB24 interim dividend will depend on individual circumstances of each shareholder. On implementation of the scheme, Class shareholders are expected to own approximately 14.29% of the combined group, with existing HUB24 shareholders owning the remaining approximately 85.71% of the combined group. The directors consider that the scheme consideration represents an attractive premium to Class shareholders. The scheme consideration to be offered to Class shareholders has an implied value of AUD 2.60 per Class share as at 28 January 2022, representing a 43.8% premium to Class' share price of AUD 1.81 on Friday, 15 October 2021, being the last trading day prior to the date of the initial announcement of the scheme. A 48.2% premium to the one-month VWAP of Class shares to Friday, fifteenth October. A 44.5% premium to the three-month VWAP of Class shares to Friday, fifteenth October. However, it is important to note that given the scrip consideration components of the scheme consideration, the implied value of the scheme consideration and the premium will shift with movements in the price of HUB24 shares up until the implementation of the scheme. The Class Board has identified several reasons why you might vote in favor of the scheme and various reasons why you might vote against it. These are set out in detail in the scheme booklet. In making our recommendation, the Class Board considered an extensive range of issues while being cognizant of our overarching responsibility to act in the best interests of all shareholders. As previously mentioned, the scheme consideration represents an attractive premium to Class' recent historical share trading prices. The scheme provides an opportunity for Class shareholders to share in any future upside and combination benefits with HUB24. Receiving HUB24 shares will provide Class shareholders with ongoing exposure to the Class business, as well as to the business of HUB24. Class will be able to leverage the enhanced scale, capabilities, distribution, product offering, and technological developments of the HUB24 and Class combined group to deliver on its strategic initiatives of increasing value, efficiency, and enhancing product solutions that provide for existing and new customers. The Class board appointed Leadenhall Corporate Advisory as the independent expert to assess the merits of the scheme. A copy of the independent expert's report was included in the scheme booklet. The independent expert has concluded that the scheme is fair and reasonable and in the best interest of Class shareholders in the absence of a superior proposal. In particular, the independent expert has assessed the value of each Class share at between AUD 2.25-AUD 2.57 per Class share. The Class board confirms that, as at the time of this meeting, no superior proposal has emerged, nor is it aware of any superior proposal likely to emerge. As such, the Class board unanimously recommends that Class shareholders vote in favor of the scheme. Prior to this meeting, the Class directors who hold or control Class shares have instructed that their shares held or controlled by them be voted in favor of the scheme. The scheme is now principally conditional on two things occurring. Firstly, shareholders passing the scheme resolution at this meeting. Finally, the Supreme Court of New South Wales approving the scheme at the second court hearing. The scheme is also subject to other customary operational and procedural conditions precedent, which are described in further detail in the scheme booklet. The Class board is not aware of any circumstances which will cause any of the outstanding conditions precedent not to be satisfied or waived prior to the second court hearing. If the scheme is approved by shareholders today, the timetable to implement the scheme and provide shareholders their scheme consideration will be as follows. On Friday, fourth of February 2022, there will be the second court date for approval of the scheme. On Monday, seventh of February 2022, that will be the effective date of the scheme and the last trading day in Class shares. 7 P.M. Sydney time on Wednesday the ninth of February 2022, that will be the scheme record date. All shareholders who hold Class shares on this date will be entitled to receive the scheme consideration. Wednesday, sixteenth February 2022, that's when the scheme will be implemented, and the scheme consideration will be provided. Lastly, Thursday, seventeenth February 2022, unless the ASX requires otherwise, HUB24 shares issued to Class shareholders as scrip consideration will commence trading on the ASX. These dates are subject to satisfaction of all of the outstanding conditions precedent. Any changes will be announced to the ASX. If the outstanding conditions precedent are not satisfied or the scheme is not approved, the scheme will not proceed, and Class will continue as a standalone entity listed on the ASX. I will now respond to questions in relation to the business of the meeting that shareholders have submitted during the course of today's meeting. I will endeavor to answer your question straight away. However, I may take a question on notice if necessary. I will now give shareholders the opportunity to submit any further questions in relation to the business of the meeting. Given the time delay of the online platform, I will wait 30 seconds before proceeding. Thank you for your patience. I will now hand over to the operator to confirm whether any questions by phone have been asked. Thank you. There are no questions on the phone line. Thank you for your patience. I will now hand over to our Company Secretary, Jasmin, to confirm whether any online questions have been submitted, and if so, to read the questions that have been submitted. There are no questions received on the online platform. Thank you. I will now turn to the formal business of the meeting. There is only one item of business before the meeting today, being the scheme resolution, which is set out on the screen. For the proposed scheme to be approved, the scheme resolution must be agreed by both majority and number of Class shareholders present and voting on the resolution, either in person or by proxy. At least 75% of the total number of votes cast by Class shareholders present in person or by proxy must be in favor of the scheme resolution. I will now ask shareholders to cast their vote in relation to the scheme resolution, if they've not already done so, as voting will be closed shortly. While you are finalizing your votes, I will read out details of proxies and direct votes received. The proxies and direct votes received in respect of the scheme resolution are now shown on screen and are as follows: 81,473,934 votes voted in favor from 340 shareholders, representing 97.8% by value and 87.63% by number. 1,721,853 votes undirected from 37 shareholders, representing 2.07% by value and 9.5% by number, which I will vote in favor. Only 67,735 votes voted against from 11 shareholders, representing 0.08% by value and 2.83% by number. 2,396 proxies from three shareholders abstained and are accordingly not counted when determining the outcome of the scheme resolution. Given that some shareholders may require additional time to finalize their vote using the online platform, there will be a 5-minute grace period at the conclusion of this meeting to allow shareholders to finalize their vote. Thank you very much. The results of this meeting will be released on the ASX as soon as available today and will also be available on the Class website. This now concludes the official business of the meeting. Finally, I would like to thank everyone who has been involved with Class since its inception through to listing and now to its handover to HUB24. Including my fellow directors, Rob Bazzani, Nicolette Rubinsztein, and Managing Director, Andrew Russell, and our executive team, Panos, Jackie, Alexis, and Jasmin. We wish the team all the best in their transition to HUB24's ownership and for continued success as part of a larger business. Thank you all for attending. I now declare the scheme meeting closed for all purposes, subject to the conduct and conclusion of the poll. Thank you.
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