Good morning, ladies and gentlemen. Given it's now 9:00 A.M., I welcome you to this Extraordinary General Meeting of E&P Financial Group Limited. My name is David Evans, and I am your Non-Executive Chairman of the company. Today's meeting is being held in person at our offices and online through the Lumi platform. Attendees participating virtually can listen to today's proceedings, view the presentation slides, submit votes, and ask questions during the meeting in real time. Shareholders and proxies, can I ask questions and submit votes regardless of your location? And I will explain how shareholders can do so shortly. I now declare that a quorum is present and the meeting is open. Before I start on the presentation itself, I would like to acknowledge the First Nations people and traditional custodians of the land in which our offices operate and acknowledge each community's continuing culture and pay our respects to their elders past and present. I'd like to introduce, firstly, my fellow directors and company officers joining us today. My fellow directors are Ben Keeble, Managing Director and CEO, Josephine Linden on the line from the U.S., Independent Non-Executive Director, Sally McCutchan, Independent Non-Executive Director, and Tony Johnson at the end of the table, Executive Director. We're also joined by Rob Darwell, our CFO and Joint Company Secretary, and Mike Adams, our General Counsel and Joint Company Secretary. Today you'll be hearing presentations from me and our Managing Director and CEO, Ben Keeble. Before we deliver our addresses, I will now take a few moments to explain the voting and question procedures that we'll use for shareholders. Please also pay attention to the following slides, as this will assist you with the process. Online attendees can submit written questions at any time. To do so, select the Messaging tab at the top of the Lumi platform. At the top of that tab, there is a section for you to type your question. And once you have finished typing, please hit the arrow symbol to send. Please note that while you can submit questions from now on, I won't 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, they may be amalgamated together. For those shareholders attending virtually who wish to ask verbal questions, you can do so by raising your hand in the Zoom webcast when prompted to do so. When it's your turn to ask a question, you'll be unmuted by the Zoom administrator. You'll be prompted to accept the unmute request, and once unmuted, please introduce yourself and ask your question. Please note that all in-person and online participants will hear your question, and your Zoom name will be visible on the screen. Following each item of business, I will open up to the floor for questions, followed by written questions submitted through the Lumi platform, ending with verbal questions through Zoom, and then finally, due to time constraints, we may not answer all your individual questions during the meeting. As Chairman, I will be sure to address any general themes that emerge from the questions asked. If you are attending the meeting online and you are eligible to vote at the meeting, a voting tab will appear. Select this tab. We'll bring up a list of resolutions and present you with voting options. To cast your vote, simply select one of the options. There is no need to hit a Submit or Enter button, as the vote is automatically recorded. You do, however, have the ability to change your vote up until the last time I declare voting closed. Shareholders attending in person will have an opportunity to ask questions. Please wait to be invited to ask a question. Voting today will be conducted by way of poll on all items of business. Each shareholder who registered today and is attending in person will have received a voting card. Before the motions are put to shareholders, I will advise how the proxies have been voted. The persons entitled to vote on this poll are all shareholders, representatives, and attorneys of members and proxy holders who hold voting cards. If you are attending the meeting in more than one of those capacities, for example, as a shareholder and also as a proxy holder, you will have been issued with multiple voting cards. Detailed on the reverse of your card are the resolutions being considered today. Relevant instructions are also printed on the reverse of your admission card. If you are a proxy holder and have been directed by the relevant shareholder as to how they want you to vote, this is shown on the summary of votes attached to your voting card, and all you need to do is print your name and sign the voting card and lodge it in the ballot box. By completing the voting card, when instructed to vote in a particular manner, you are deemed to have voted in accordance with those instructions. If you are a proxy holder with open votes, as shown on the summary of votes, you need to mark a box beside the motion to indicate how you wish to cast your open votes. It is important for proxy holders to note for their votes to be counted in the poll, you must submit your voting card. On a shareholder's voting card, shareholders will need to mark a box beside the motion to indicate how you wish to cast their vote. Either a tick or a cross is acceptable. Please ensure that you print your name where indicated and sign the voting card. Collection of voting cards will occur following discussions of the last item of business. And once this has occurred, please place them in one of the poll boxes. There are poll boxes at the exit of this room. Please note that unsigned voting cards will be invalid. I now declare voting open on all items of business, and the voting tab will soon appear. Please submit your votes at any time. I will give you a warning before I move to close the voting. That concludes the instructions of how to participate in today's meeting, and I'll now move on to my address. I'm pleased to be able to meet with many of you today and thank you for your attendance with us in person and online today. Today's extraordinary general meeting has been called for shareholders to consider a number of resolutions, most notably to remove the company from the official list of the ASX. The company announced on the 24th of September, 2024, that it formally applied to the ASX to be removed from the Official List. The ASX required that the company request for delisting be approved by a special resolution of shareholders today. Should the proposed delisting be approved by shareholders, the company has put forward a resolution to conduct an equal access buyback of up to AUD 25 million, in acknowledgment that some shareholders may not wish to remain invested in an unlisted company. Further resolutions tabled today relate to the issuance of convertible notes and options to directors under the wholesale placement announced on the 24th of September, 2024, which will be used to fund the equal access buyback proposed under Resolution 2. The resolution put forward today reflects a carefully considered approach to facilitate the proposed delisting, while providing an opportunity for shareholders that wish to exit the register using an efficient mechanism to do so. As outlined in the notice of extraordinary general meeting, explanatory statement and supplementary disclosures for various financial and non-financial reasons, the board believed that the group's medium to long-term strategic objective will be best pursued as an unlisted entity. The EP1 share price has been impacted by a sustained lack of equity market support, and trading with illiquidity has restricted shareholders from realizing the value of their investments and limited new investors from joining the register. The Board considers that the trading price of the company's shares in recent years implies a valuation that has been and remains consistently and materially below the Board and management view of the company's fundamental value and also significantly below that of the company's peers. In the absence of a significant demand for EP1 shares, relatively small parcels of shares sold on the market have often resulted in disproportionate impact on the share price. In the director's view, this has in part seen the price of EP1 shares disconnect from the underlying fundamentals of the company. Further, there are material direct costs incurred in remaining listed on the ASX, as well as the indirect costs associated with the Board and senior management's focus required for maintaining compliance of a listed company. In an unlisted environment, this focus can be better directed to other value-accretive opportunities. Resolution 2 relates to the equal access off-market share buyback of up to 48,076,923 shares at a price of AUD 0.52 per share, conditional upon shareholders voting to approve Resolution 1. The buyback will provide shareholders with the opportunity to partially or wholly realize their investment at a material premium to the volume-weighted average price of EP1 shares traded on the ASX in the months prior to the release of the notice of meeting. It is important to note that the inclusion of the buyback as part of the delisting was not a condition imposed by the ASX in approving our application to the exchange to delist EP1. The buyback was deliberately included in the structure to ensure that shareholders wishing to exit have the ability to do so in an efficient and orderly way, if they do not want to remain invested in an unlisted environment. At the same time, shareholders can maintain their shareholding by simply not participating in the buyback. The delisting has been a key priority of our board. Consistent with the long-term strategic objectives of the company, the board believes that the company will be better positioned to achieve its next phase of growth. I note that the board recognizes that many of the objectives set out in the IPO of 2018 were not achieved, and that the period following the listing was marked by several challenges and presented the company with legacy issues we strove to resolve. However, I reiterate that the comments made at the 2024 annual report that we feel the company has a real platform of growth to build upon. It is the board's firm belief that this can be better achieved once the business has been delisted. Should the proposed delisting proceed, it would not reflect a reduction in the engagement with our shareholders, but instead, we hope reflects the beginning of a new period for the company centered on growing our core offerings, focusing on premium services we deliver to our clients and generating much improved returns for our shareholders. I will now hand over to CEO and Managing Director Ben Keeble to address the proposed delisting and buyback in detail. Ben. Thank you, David, and good morning, shareholders. As David has noted, the board has concluded that the benefits of being listed on ASX are materially outweighed by the potential benefits of delivering the next phase of our growth in an unlisted environment. The rationale for pursuing the delisting is outlined in detail in the notice of meeting, the explanatory statement, and our supplementary disclosures. We summarize some of the key points from our market disclosures on the screen now. Firstly, in recent years, the E&P share price has experienced a sustained negative impact as a result of regulatory proceedings and class action litigation. The past few months have illustrated that the lack of equity market support has remained in spite of the reduction of the resolution of these legacy issues. E&P shares are also highly illiquid, making it challenging for new investors to join the register and for existing shareholders to realize value for their shares. There are also no immediate prospects of index inclusion nor any sell-side broker coverage. The ongoing administrative compliance and direct costs associated with maintaining the listing of the company's shares on ASX are disproportionate to the benefit obtained by remaining listed. We estimate that the company incurs approximately AUD 2.5 million of annual direct costs associated with being listed on ASX and further indirect costs of management and board time and effort in maintaining listed compliance at the expense of prosecuting commercial opportunities. Finally, the board considers that the company will have greater flexibility to pursue and execute value-enhancing strategic opportunities following the proposed delisting, and the group has limited requirements for incremental capital. Alongside the proposed delisting, the board has also proposed to conduct an equal access off-market buyback at a price of AUD 0.52 per share, conditional on the delisting being approved by shareholders. Acknowledging that there may be some shareholders who do not want to remain on the register in an unlisted environment, the buyback will provide shareholders with the opportunity to partially or wholly exit their investment at a material premium to recent trading. The buyback price of AUD 0.52 per share represents a material premium to the price and VWAP of the shares traded on ASX immediately prior to the announcement of the proposed buyback. It represents an 18% premium to the VWAP of shares traded in the three-month period prior to 16th of September, 2024, and an 11% premium to E&P's net assets per share at 30th of June. I also note the buyback price is a 9% premium to yesterday's closing price of AUD 0.475 per share. The company sought and obtained technical relief from ASIC for the buyback to be treated as an equal access scheme rather than as a selective access scheme. The effect of this ASIC relief is that the event of a scale back, eligible shareholders holding a parcel of shares of less than the applicable scale back threshold of AUD 30,000 will have the ability to sell their entire parcel of shares without application of the scale back. This will be particularly beneficial to those shareholders with smaller holdings who may seek to exit their investment in full if the delisting and buyback resolutions are approved. If the proposed delisting proceeds, the board is committed to operating in an unlisted environment with similar principles of transparency, accountability, and ethical conduct that would be expected of a company listed on ASX. The company intends to maintain rigorous governance practices, ensuring that decision-making processes are inclusive and informed while actively engaging with stakeholders to uphold their interests. The board's focus will be on sustaining performance and driving long-term value creation, reflecting a commitment to excellence and responsibility regardless of the company's listing status. There are no current plans for the composition of the board of the company to change should the proposed delisting proceed, and it should be noted that as an unlisted public company, the appointment of any new directors will remain subject to shareholder approval. Should the proposed delisting proceed, the company currently expects it will commission an independent valuation of the shares, no less than semi-annually. This valuation will inform but not bind the board for the purposes of capital management. The board's current intention is to commission the first valuation following completion of the company's audited financial results for the year ended 30 June 2025. Recognizing that liquidity is important to our shareholders, the company continues to explore the potential to provide shareholders with future access to liquidity via third-party platforms. On 21st of October 2024, the company announced that it had entered into a non-exclusive non-binding heads of agreement with FinClear, under which the company and FinClear intend to consider potential terms on which shares may be onboarded to the recently announced FCX liquidity venue to facilitate periodic trading opportunities for shareholders and wholesale investors. While the heads of agreement does not prohibit the company from considering potential alternative providers of trading platforms for unlisted securities, the company and FinClear intend to progress discussions with an aim of reaching mutually acceptable terms if the company determines that the FCX liquidity venue, once fully operational, can assist the company with meeting its future liquidity objectives. Once delisted, the company intends to adopt ASIC's good practice guidance for website disclosure. This will provide shareholders with easy access to material information to assist them with making informed investment decisions. Once delisted, the company proposes to include a prominent link on its website to a location where it will make timely publication of material disclosure. The company also intends to establish a mechanism for shareholders to choose to receive electronic alerts of the disclosure of material information. As is the case currently, the company will continue to be required to cleanse the market with material disclosures ahead of any liquidity events. As announced on 9th of October, should the proposed delisting proceed, the company intends to propose the adoption of a new constitution at its next annual general meeting. The board proposes to enshrine in that new constitution specific protections afforded to shareholders of listed companies by the ASX Listing Rules. At a high level, these are envisaged to include clauses that are analogous to a number of the Listing Rules provisions and exceptions, including imposing a 15% placement capacity on the company, shareholder approval for certain issues of securities to directors and other related parties, obtaining shareholder approval for changing the nature and scale of the company's activities or disposing of its main undertaking, and approval from shareholders for certain acquisitions or disposals to related parties. As outlined within the notice of meeting and explanatory statement, in light of the current illiquidity of the company's shares traded on ASX and less frequent trading opportunities post-delisting, the board recognized that absent a pre-delisting liquidity mechanism, the proposed delisting would likely mean that some shareholders may be forced into an unlisted environment. Therefore, and notwithstanding that it was not a condition imposed by ASX, the board determined it was appropriate to provide shareholders an opportunity to sell down their shareholding in part or potentially in full through the buyback prior to completion of the proposed delisting. Subject to approval today, the buyback will facilitate a liquidity opportunity for existing investors which may not otherwise be readily available. Having regard to the shareholder register and the ability for the company to raise capital, the company assessed that a buyback of AUD 25 million represents an appropriate balance between debt and equity and provision of a broadly accessible exit opportunity for those shareholders who do not want to remain on the company's register in an unlisted environment or who want to remain but with a reduced holding. Because the company does not have the financial resources to execute a AUD 25 million buyback without additional capital, the company raised a combination of debt and equity to fund it. In order to limit the dilutive impacts of a typical equity raising, the equity raising was originally structured as a placement of notes conditional upon the delisting and buyback resolutions at the EGM, with the notes mandatorily converting to ordinary shares at a significant premium to recent trading. The conditionality was included to mitigate shareholder dilution should the delisting resolution not be approved by shareholders. As announced on 9th of October, the board unanimously decided to decouple the placement from the proposed delisting by making the placement unconditional. The decoupling was determined following feedback from ASX that notwithstanding ASX's previous no objection confirmation regarding the notice of meeting and explanatory statement, ASX had intended to exercise its discretion under ASX Listing Rule 14.11.2 that all participants in the placement who are existing shareholders, including their associates, should be excluded from voting in favour of Resolution 1. Despite the company disagreeing with ASX's view that the passing of Resolution 1 would bestow a material benefit on the placement participants, the board decided to remove the placement's conditionality on the delisting. The board sees this delisting as an important strategic step for the company and wants to ensure that all shareholders have the right and opportunity to vote on this significant resolution. In addition, the board does not want to disadvantage those shareholders wishing to reduce their holding in the company, and their attention to the placement is critical to operating a buyback at the AUD 25 million capacity. The result of the decoupling is that the placement is no longer conditional on the passing of Resolution 1 or Resolution 2. The placement settled yesterday, and the notes and options were issued today. Furthermore, as advised in the notice of meeting and explanatory statement, if the delisting occurs and subject to the level of participation in the buyback, the company intends to explore a potential future capital raising, which is currently expected to be in the form of an entitlement offer which may be launched following the release of the company's FY 2025 half-year results. The proceeds of the future capital raising would be used to refinance the debt facility drawn upon to partially fund the buyback, and it would provide an opportunity for all shareholders who remain on the company's register to participate. The offer, which is currently expected to raise a minimum of AUD five million and a maximum of AUD 12.5 million, is anticipated to be on broadly the same economic terms as the convertible notes. I'd like to conclude with some closing remarks. As David touched upon earlier, the board believes that the group's medium to long-term strategic objectives would be best pursued as an unlisted entity. The delisting has been a key priority of our board, and consistent with the long-term strategic objectives of the company, it is expected to position the business well to achieve the next phase of growth. The approach, undertaking and structuring elements of this transaction were carefully considered by the board and the senior management team to facilitate the proposed delisting while providing shareholders that wish to exit the register with the maximum available opportunity to do so, and in the process further strengthening the level of staff ownership and engagement, which will be to the benefit of all continuing shareholders. Finally, we note that there is no compulsion for shareholders to participate in the buyback. The company welcomes all shareholders' continued participation in the register. We look forward to continuing to engage with our shareholder base once delisted and will continue to strive to deliver greater shareholder value. Thank you, and on that note, back to David. Thank you, Ben. We now move to the formal business to be undertaken today. Before I start that, and we're looking forward to questions from shareholders, can I ask that the questions are relevant to the business of the day and succinct so that we can give everybody an opportunity that wants to ask a question? So, Resolution 1, the removal from the official list of the ASX. Resolution 1 is a special resolution to approve the request for removal of the company from the official list of the Australian Stock Exchange. The full resolution is displayed on your screen along with the proxy votes received for this resolution. I will vote the undirected proxies in favor of the resolution. Do any shareholders have a question regarding Resolution 1? Rob, do we have any questions submitted by shareholders participating online via Lumi? We don't, David. Alex, do we have any questions from shareholders participating via Zoom? No questions on Zoom. Thank you. Moving now to Resolution 2. Resolution 2, the buyback of up to 48,076,923 shares. Resolution 2 is an ordinary resolution to approve the company's undertaking a buyback as an equal access off-market share buyback of up to 48,076,923 shares at a price of AUD 0.52 per share. The resolution is displayed on your screen along with the proxy votes received for this resolution. I will vote the undirected proxies in favor of the resolution. Do any shareholders have a question regarding Resolution 2? Rob, do we have any questions submitted by shareholders participating online via Lumi? No. Alex, do we have any questions from shareholders participating via Zoom? No. Thank you. Now moving to Resolution 3. Resolution 3 proposed issue of convertible notes and options to related party Sally McCutcheon. Resolution 3 is an ordinary resolution to approve the issue of up to 500 convertible notes and 48,077 attaching options to the company's director, Sally McCutcheon, or her nominee. The full resolution is displayed on your screen along with the proxy votes received for this resolution. I will vote the undirected proxies in favour of the resolution. Any shareholders have any questions regarding Resolution 3? Rob, do we have any questions submitted by shareholders participating via Lumi? No. Thank you. Alex, shareholders participating via Zoom? No questions. Thank you. Moving now to Resolution 4. Resolution 4, proposed issue of convertible notes and options to related party Anthony Johnson. Resolution 4 is an ordinary resolution to approve the issue of up to 900 convertible notes and 86,539 attaching options to the company's director, Anthony Johnson. The full resolution is displayed on your screen along with the proxy votes received for this resolution. I will vote the undirected proxies in favor of the resolution. Do any shareholders have a question regarding Resolution 4? Rob, any questions submitted by shareholders participating via Lumi? No. Alex, Zoom? No questions. Thank you. Now moving to Resolution 6. Sorry, Resolution 5. Resolution 5 is the proposed issue of convertible notes and options to related party Ben Keeble. Resolution 5 is an ordinary resolution to approve the issue of up to 3,200 convertible notes and 307,693 attaching options to the company's director, Ben Keeble. The full resolution is displayed on your screen along with the proxy votes received for this resolution. I will vote the undirected proxies in favor of the resolution. Do any shareholders have any questions regarding Resolution 5? Rob, any questions via Lumi? No. Alex, via Zoom? No questions. Thank you. I will now allow the opportunity to ask any other questions before we conclude the meeting. Do any shareholders have any other questions that they would like to ask? Rob, do we have any questions submitted by shareholders participating online via Lumi? No. And And any questions via Zoom? Alex? No questions. Well, thank you. Please note that I will be declaring the polls closed in one minute. I ask all shareholders attending virtually to complete your voting through Lumi if you have not already done so. Just pause on that. Sorry, we do have a question. Oh, sorry. It's starting to disappear. No questions. Can I think that it might be a minute? We have one question from Anthony online. Anthony, I'll ask you to unmute. Yeah, hi guys. I'm just trying to look how we vote online. It doesn't seem to give us a box to click on. Anthony, are you an authenticated shareholder online? Yes. Yes. Yep. Okay. David, maybe if we just take a moment to look that out with the Lumi moderator. That's all right. Thank you. Anthony, could you please advise what the shareholding, the name of the shareholding you're logged in with? You want the access code or the name? Just the name of the shareholding. It's Seven Fourth West Developments Okay. I can see it's authenticated. It's trouble. Yeah, so you have to argue with the meeting. Additional fees to the shareholders regarding the voting functionality. Try to get onto the funding online. I want to check to see if I can do it correctly. We've been told that the voting functionality is available for othe9r shareholders, and it appears that the Seven Forthwest is authenticated via Lumi, but I can't see the voting. Yeah, so he's in the Lumi, and Zoom. Okay. Let me ask that. Yep. Okay. Thanks, Jeff. Anthony, are you there? Yes. Yeah. Anthony, so I've been advised that the voting functionality is working fine for shareholders in the Lumi platform. Are you possibly trying to vote through Zoom as opposed to Lumi? Yeah, I'm on the Zoom platform. Yeah. You need to go back to the Lumi platform to cast your vote. Right. I just clicked on the link that you gave me for the meeting, but. That's right. We can see that you're logged into Lumi and authenticated, so if you go back to that webpage, there'll be a voting option there. Webpage. So I'm in Zoom. Is there a link from one of the emails that you've sent through? No. So when you first logged in to access the Zoom link, you would have gone through a Lumi webpage. Yep. That same page has the voting functionality. Right. So does it have to click on that link again, do I? You'll need to make sure that you have that access to that webpage where the link was posted. So is that web.lumiconnect.com? Yes, with the meeting. Do I need to get out of the Zoom meeting to do it? No, you don't. So the Zoom meeting, you can't vote through the Zoom meeting. You'll need to go back to the Lumi webpage. I know. Do I have to get out of the Zoom meeting, though, to do that? No, you can stay on the Zoom. Right. Okay.
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