There we go. Sorry, bringing my back to you. There we go. Sorry, bringing my back to you. Are we live? Thank you. Good morning, everyone, and welcome to the Dropsuite Limited Scheme meeting. Hopefully, everyone can hear us clearly. My name is Theo Hnarakis. I am Non-Executive Chair of the Dropsuite Board of Directors and the Chair of the meeting. I am pleased to be with you today to chair this important meeting which relates to the scheme of arrangement under which all of the issued shares in Dropsuite are proposed to be acquired by Ninja One Australia Proprietary Limited, a wholly owned subsidiary of Ninja One LLC, which I will refer during the meeting as Ninja One. This morning, we are holding a scheme meeting of Dropsuite shareholders to consider and vote on the scheme. As it is now just past 11:00 A.M. Melbourne time, being the scheduled time for the meeting, and I am advised that the necessary quorum is present, I declare the scheme meeting open. We are conducting this scheme meeting as a hybrid meeting today, meaning it will be held both physically and virtually. I'm conducting the meeting from the offices of Canaccord Genuity in Melbourne, Australia, and shareholders are attending here in person and also participating online. For those joining via the online meeting platform, it allows shareholders, proxy holders, and corporate representatives to participate in the meeting online. Shareholders, proxy holders, and corporate representatives will have the ability to ask questions, either orally or typed, and submit their votes in real time. Whilst logged into the meeting platform, you can also access the Notice of Scheme Meeting and Scheme Booklet by selecting the documents icon. The Notice of Scheme Meeting and Scheme Booklet, which also contains the independent expert's report prepared by BDO Corporate Finance Australia, was released to the ASX on the 2nd of April 2025 and dispatched to shareholders on or prior to the 7th of April 2025. I will also take those documents as read. At this meeting, Dropsuite shareholders are being asked to vote on a proposed scheme of arrangement under which Ninja One would acquire all of the shares in Dropsuite and Dropsuite would become a wholly owned subsidiary by Ninja One. I would now like to introduce Dropsuite's board members as well as the members of Dropsuite's senior management team that are here with us today. Seated here with me today is Dr. Bruce Tonkin, Non-Executive Director, am I right? Mr. Bill Kyriacou, our Chief Financial Officer, and Mr. Kobe Li, our Company Secretary. Mr. Charif El-Ansari, Dropsuite's Managing Director and CEO, and Mr. Eric Martorano, Non-Executive Director, are also in attendance via audio-visual link. We also have representatives from our legal advisor, HSF, and corporate financial advisor, Canaccord, in attendance. Today's meeting will commence with an address from me, and we will then proceed to the vote of the scheme resolution, where there will be an opportunity to ask questions. Before I commence my address, I will set out the details of the meeting and its operation. As set out in the Notice of Meeting, voting on today's resolution will be by poll, with votes lodged in person and online. On that basis, I now declare the poll open and will keep the poll open so you can vote at any time during the meeting. Following discussion on the resolution, proxy votes will have been cast on the resolution and will be displayed on the screen. Only eligible shareholders, a validly appointed corporate representative or attorney for an eligible shareholder, or a proxy for an eligible shareholder, are entitled to vote. Any directed proxies that are not voted will automatically default to me as Chair of the meeting, and I am required to vote these proxies as directed. Any proxies that are open and available to the Chair of the meeting will be voted in favor of the resolution. Those voting today in person need to have obtained their voting card, which looks like this, and available to you when registered. Shareholders or proxies in the room with a yellow voting card or blue non-voting card are welcome to ask questions. If you are eligible to vote at this meeting and are present in the room, you can mark your voting intention on the reverse side of the voting card and return your completed card to an Automic representative as you leave the meeting. If you have difficulty completing your voting card, please raise your hand and a representative will assist you. If you are participating in the meeting online and have logged into the online platform, a voting icon will soon be displayed at the top of your device screen. If it has not already appeared, please refresh your screen. Once you click this voting icon, the resolution will appear on your screen and you can select your voting option. To cast your vote, select one of the options and hit submit and register your vote. Please note that once your vote has been submitted, you will not be able to change your vote. You can submit your vote during the meeting up until I declare the poll closed, which will be at the end of question time. Please submit your votes anytime from now until the voting closes. Vanessa Bagdas-Ruff from Automic is the returning officer for the purpose of conducting and determining the results of the poll, the results of which will be announced to the ASX later today. The Notice of Scheme Meeting, which is attached to the scheme booklet, provided shareholders with information on how to participate, ask questions, and vote at this scheme meeting. For those of you attending the meeting here in person, once we welcome question time, you can ask the question by raising your hand, showing your submission card, and providing your name and suburb. Only yellow voting and blue voting cards will be accepted. For those attending online, questions can be submitted through the online meeting platform at any time. To ask the question, select the Q&A icon, type your SRN, HIN, followed by your question in the text box at the bottom of the screen. Once you have finished typing, please press the send button and submit your question. If you're attending online and would like to ask a question verbally, please select the Q&A icon and type your SRN, HIN, followed by, "I want to ask a verbal question," in the text box and press the send button. Please note that questions may be moderated to avoid repetition, and if questions are particularly lengthy, we may need to summarize them in the interest of time. Depending on the question asked, I will either answer it myself or ask another of the Dropsuite directors or members of the senior management team here today to respond as appropriate. I may take the questions on notice if necessary. I ask that shareholders restrict themselves to no more than two questions or comments, and I encourage you to submit your questions as soon as you can. If, despite the plans and contingencies made, we have technology issues during the scheme meeting and the online meeting platform is not able to operate, I will advise at that time how the meeting will proceed, taking into consideration the number of shareholders that may be impacted and the extent in which participation in the business of the meeting is affected. Moving to the details of the scheme. On the 28th of January 2025, Dropsuite announced it had entered into a scheme implementation deal with Ninja One, under which Ninja One agreed to acquire all the issued shares in Dropsuite at a cash price of AUD 5.90 per share. The proposed scheme of arrangement is outlined in detail in the scheme booklet, which I referred to earlier. If the scheme proceeds, each Dropsuite shareholder is entitled to the scheme consideration of AUD 5.90 cash for each Dropsuite share held by them on the record date of the scheme. The record date of the scheme is currently expected to be 7:00 P.M. Melbourne time on Friday, 16th of May 2025. The scheme booklet sets out various reasons why Dropsuite shareholders may wish to vote in favor of the scheme and various reasons why they may wish to vote against the scheme. These are set out in detail in section one of the scheme booklet. The scheme booklet contains further information, including details regarding the risks associated with the scheme, as well as the risks associated with shareholders' continued investment in Dropsuite. The Dropsuite directors appointed BDO Corporate Finance Australia Proprietary Limited as the independent expert to assess the merits of the scheme. The independent expert has concluded the scheme is fair and reasonable and in the best interests of Dropsuite shareholders in the absence of a superior proposal. The independent expert's full commentary in relation to the scheme is contained in the independent expert's report, which is included in the scheme booklet. The Dropsuite directors unanimously recommend that you vote in favor of the scheme in the absence of a superior proposal and subject to an independent expert continuing to conclude that the scheme is in the best interests of Dropsuite shareholders. Prior to this scheme, each Dropsuite director has instructed that any of their Dropsuite shares held or controlled by them be voted in favor of the scheme in the absence of a superior proposal and subject to the independent expert continuing to conclude the scheme is in the best interests of Dropsuite shareholders. The interests of the Dropsuite directors in Dropsuite shares include the interests of Mr. Charif El-Ansari, Managing Director and CEO of Dropsuite, as set out in section 9.1 and 9.3 of the scheme booklet. You should have regard to these interests when considering how to vote in the scheme. I can also confirm that at the time of this meeting, no superior proposal has emerged, and the Dropsuite directors are not aware of any superior proposal that is likely to emerge. As announced by Dropsuite to the ASX, Ninja One received FIRB approval for the transaction on the 5th of May 2025. The implementation of the scheme remains subject to the following conditions precedent: approval of the scheme resolution by Dropsuite shareholders at the scheme meeting by the requisite majorities, which will be determined today, and approval of the scheme by the Federal Court of Australia at the second court hearing scheduled for next Wednesday, 14th of May 2025. The scheme is also subject to other customary conditions precedent, which are described in the details in the 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 Dropsuite directors are not aware of any circumstances which would cause any of the outstanding conditions not to be satisfied or waived if applicable. If the scheme is approved by the court at the second court hearing scheduled for next Wednesday, 14th of May 2025, the effective date and the last trading day of Dropsuite shares on the ASX is expected to be Wednesday, 14th of May 2025. If the scheme is approved, it is then expected to be implemented on Friday, 30th of May 2025. Should the scheme be approved, Dropsuite shareholders will receive the scheme consideration of AUD 5.90 cash for each Dropsuite share held by them on the record date of the scheme. If the outstanding conditions precedent, including shareholders and court approval, are not satisfied, the scheme will not proceed and Dropsuite will continue to be listed on the ASX. We will now move to the formal business of the meeting. We have one item of business to be considered today, namely the following resolution as set out in the Notice of Scheme Meeting included in the scheme booklet. That pursuant to and in accordance with the provisions of section 411 of the Corporations Act 2001, the scheme of arrangement proposed between Dropsuite Limited and the holders of its ordinary shares, as contained and in more particularly described in the scheme booklet of which the notice convening this meeting forms part, is agreed to with or without alterations or conditions as approved by the Federal Court of Australia to which Dropsuite Limited and Ninja One LLC agree. For the scheme to proceed, votes in favor of the scheme resolution must be received from the requisite majorities of Dropsuite shareholders. As explained in the scheme booklet, the requisite majorities for the scheme resolutions are a majority in the number of more than 50% of the Dropsuite shareholders who are present and voting either in person or by proxy, attorney, or in case of corporate shareholders by corporate representative, and at least 75% of the total number of votes cast on the resolution to approve the scheme by Dropsuite shareholders who are present and voting either in person or by proxy, attorney, or in the case of corporate shareholders by corporate representative. I will now ask shareholders, proxy holders, and representatives whether they have any questions regarding the scheme resolution. Chair, we do have a few questions for one shareholder, Stephen Minn. I might just give an answer to the questions. I might just paraphrase. I can read it if you like, and that'll make it a lot easier rather than repeating it. Thank you, Stephen. It's been a long time since we last spoke. What sort of solicitation campaign did you run to get out the vote of today's scheme meeting, and were you pleased with the turnout? Also, for those shareholders unable to watch the scheme meeting live, will a recording of the meeting be made available on your website at least until the takeover closes? There's a two-part answer here. The first part is we did use a proxy firm. Bill, what was the name of the proxy firm? PGS Advisers. PGS Advisers. PGS Advisers, who conducted about a four-week campaign contacting basically all of our shareholders. Yes, we are pleased with the quantum of shareholders that have voted on this proposal. We are pleased to say that we almost had 100% of all of our staff that voted that are all shareholders as well. I can reveal that every one of our staff members have voted in favor as well. That was very, very encouraging. The second part, we are conducting an audio recording of this meeting, Stephen, but we're not in a position that will probably make it available online for people. I mean, I'm not sure how much people really want to listen to me prattle on about some of this stuff anyway, but we certainly will be releasing the results on the ASX later today anyway. That's probably the most important part. Hopefully that answers your question. Stephen, you've got another question here too. Australia is currently in the midst of an unprecedented deluge of takeovers that has contributed to listed entities on the ASX dropping in 26 of the past 27 months for a net reduction of 211 or 9.2% to 2,083 on April the 30th, 2025. There were a record 29 major takeovers above AUD 200 million completed in calendar 2024. The ASX is losing many long-standing names such as CSR, Boral, Blackmores, Crown, Newcrest, Illumina, and now Dropsuite. There is a clear mispricing between public markets and private markets. Why are public markets not valuing ASX-listed companies like ours more highly, and does the Chair agree that this is a problem to the nation, particularly with so few new floats replenishing the ASX ranks? That is a soapbox opportunity for me, Stephen. Firstly, I can't really comment on the acquisitions of CSR, Boral, or Blackmore's and why their boards decided because I wasn't a shareholder of any of those companies at the time, so I wasn't following the background to those. I can give you background to our company. Our company has been listed for over eight years. Its focus has been growing best-of-breed solution and is partnered with some of the most vibrant and market-leading MSPs and distributors globally. For several years in a row, it's been rated as the best solution of its class. Without question, we have a motivated and spectacularly talented team that have navigated the various opportunities that we've had ahead of us to grow this company from a fledgling company eight and a bit years ago of raising something like AUD 10 million capital raise to a AUD 400 million takeover from Ninja One. Clearly, Ninja One saw the benefit. Our company traded that in the sort of the low threes for probably almost 12 months before the takeover approach was mooted to us. The board, when we looked at the opportunities, not only from a financial point of view, but from a staff benefit point of view, from a timing point of view, balancing risk against opportunity and rewarding our shareholders for their faith in the company, and taking on independent experts' advice, we felt it was in the best interests of our shareholders to accept the offer. I can say that Mr. Charif El-Ansari, myself, and Dr. Bruce Tonkin are all shareholders. In particular, the NEDs in this company bought our shares. We were given one share ourselves, so we certainly put our shareholders' hat on as well. We thought absolutely it was a very attractive offer to consider. It is disappointing that we do have an ASX that sometimes does not value the growth opportunities ahead for some of the companies, in particular companies that are probably taking bigger risks by growing globally as well. I can only comment on what was in front of us, and that is a very attractive offer by a reputable company that was going to provide a wonderful growth opportunity for our staff and a rewarding solution for our shareholders. The board had no hesitation in accepting the offer. I hope that I have not really answered the broader macro question that you asked, but certainly from our perspective from the board of Dropsuite, we felt it was in the best interest of shareholders to vote in favor of this and recommend the deal. Thank you, Stephen. The next question, why did it take so long to get FIRB approval with this takeover announced in January? Did the federal election mean that the Treasurer, Jim Chalmers, was not actually legally able to approve the takeover when the government was in caretaker mode? Did Donald Trump's hostile tariffs attack on Australia on April 2, which breached the US-Australian Fair Trade Agreement, cause any issues with FIRB approval? I think that there's no question that the announcement of the federal election probably did interfere a little bit with the timing of the FIRB approval. Also, one has to remember that Dropsuite deals in the security of important data for companies, both here in Australia and around the world. I would imagine that the Foreign Investment Review Board considered both the protection of that data, the sovereignty of that data, in addition to the credentials of the company that was acquiring us and made the appropriate decision. Whether it was made in a timely manner or not, they had a series of boxes they needed to tick. I can say that we're all pleased that they did tick those boxes and gave us formal approval on the 5th of May. That's passed through. Okay. We have perhaps a question and a statement. Registering thanks to Charif and all the management and executive team and Bill and all the board for steering the company to this outcome over a very uncertain and near decade. Congratulations. We are proud as founding shareholders to be voting on this. That's more a statement than a question. We had Robert Silvio asking a question too. Sorry. That's just a voting question. Okay. Right. Okay. So I've answered that. Are there any further questions? No, not at this stage. Okay. Are there any questions from the floor? No? I'm now going to ask Kobe Lee, our Company Secretary, to read—oh, sorry, the questions part. So Kobe, we'll jump from there now. Okay. Are these the final numbers, or have we got updated numbers? These are the final numbers? Okay. As there are no further questions, I will now display the proxies for the resolution received prior to the meeting, which are shown on the slide displayed. The proxies received on the scheme resolution prior to the meeting were 45,687,655 shares voted in favor from 290 Dropsuite shareholders, 362,962 votes undirected from seven Dropsuite shareholders, noting, "I will vote undirected votes given to myself as Chair in favor of the resolution," and 21,445 votes against from 10 Dropsuite shareholders. Ladies and gentlemen, that concludes the resolution and the business of the scheme meeting. I now ask that for those of you in the room here today, if you have not already completed your voting cards, please do so. Representatives of Automic are available in the room to collect your voting cards. For those of you online who have—please finalize your votes now. Is there anybody who has not yet finalized or submitted their votes? Have two minutes? That is okay. Do you want to—Yep. You are just checking that? Yep. Could you just give us a couple of minutes just to check that, please? Yes, please. Yep. Perfect. Thank you. Kobe? Yep. Just maybe 30 seconds waiting for my show. Okay. Just waiting for the final ones. Okay. I'm just going to record all that so I can get from Mr. Robert Silvio's end. As long as I get his voting direction, I can put that. Okay. Perfect. Please bear with us, everyone. We're just finalizing a couple of shareholders who are still getting their votes in. Probably another 30 seconds. Okay. Good. Okay. Thank you, everybody. I will now close the online voting system and formally close voting. Based on the proxy results received ahead of the meeting, as well as the preliminary voting outcomes from both in-person and online participation this morning, I am pleased to report overwhelming support for the scheme resolution. The upcoming second court hearing, scheduled for Wednesday, marks a crucial final step in the scheme process. While the official voting results remain subject to the conduct and conclusion of the poll, it is highly encouraging to close today's meeting with such strong shareholder engagement. I sincerely thank all shareholders for their valuable support. The final poll results will be released to the ASX when they are available, which is expected to be later today. I'd like to just spend a moment before we close the meeting to thank both Mr. Charif El-Ansari, who had as much a founding role in this company as a leadership role, guiding, navigating, mentoring this company over the last eight and a half years. His commitment, his vision, and his belief in what we were trying to do never wavered. He, in particular, needs to be singled out for his unbelievable performance and great leadership in creating Dropsuite and delivering what we have today, a company that's regarded as best of breed solution globally. One of the things we do not talk much about is our staff and our executive team as much as we should. Our executive team from Bill Kyriacou and Kobe Li that are here with me today, but our head of sales, head of marketing, head of product, HR head, our CTO, all share that same common belief. We have built a culture in this company that has resulted in engagement results that are in the high 90% and are just unseen for most companies, especially given the challenges of a global company spread through something like four or five continents around the world. I also want to thank my fellow directors, Eric Martorano and Dr. Bruce Tonkin, for their unwavering support and their commitment to this company. Mentoring executives, late nights, early mornings, their flexibility, their intellect has been invaluable to the success of this company. I'd like to also thank our advisors, HSF, Clayton, and Mira in particular, who have been great supporters and an unbelievable resource in helping us navigate this last few months. Also, Canaccord Genuity and Stefan and Duncan that have contributed invaluably to the success of this solution as well. Finally, our shareholders. Thank you. Thank you for everything. Thank you for your faith. Thank you for your support. We hope we've made you proud. It's been a real privilege. With that, I'll close this meeting. Thank you. Thank you.
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