Good morning, everyone. My name is Michael Carapiet, Chair of the Link Group board. I will be chairing today's meeting. Welcome to the 2022 Link Group Extraordinary General Meeting, being held today in a fully virtual format, thanks to Link Group's very own proprietary virtual meeting technology. Before we commence, I would like to acknowledge the Gadigal people of the Eora nation, traditional custodians of the land on which we present today. I pay my respects to the elders past and present. I extend that respect to all Aboriginal and Torres Strait Islander people at this meeting today. The time is 10:00 A.M., the appointed time for the holding of the meeting. I'm advised that the necessary quorum is present. I therefore declare the Extraordinary General Meeting open and welcome our shareholders and visitors. Your board members are also attending online today. Today's voting will be conducted by way of a poll. I now declare the poll open. Questions can be submitted at any time. We encourage you to start now. The agenda for today's meeting is as follows. Firstly, I will present my address, which will include an overview of the resolution being put at today's meeting. We will then proceed with the formal business of the meeting to consider the distribution resolution and provide an opportunity for shareholders to ask questions. On the 23rd of September, the Link Group board announced our intention to evaluate alternatives for the business to maximize value for shareholders, including a proposed in-specie distribution of Link Group's shareholding in PEXA. As you would have read in the explanatory memorandum that was issued on 22nd November 2022, the purpose of today's extraordinary general meeting is for Link Group shareholders to vote on the distribution resolution to affect the proposed in-specie distribution by Link Group of all of its 38.49% shareholding in PEXA to Link Group shareholders, which I will refer to as the distribution. To implement the distribution, Link Group will undertake a capital reduction, which may be accompanied by a distribution dividend, which will be satisfied by an in-specie distribution of PEXA shares to eligible shareholders other than selling shareholders. If the distribution is approved, eligible shareholders other than selling shareholders will receive one PEXA share for every 7.52 Link Group shares held at the record date, rounded down to the nearest whole PEXA share. The Link Group shareholders who are not eligible shareholders, being ineligible overseas shareholders, together with the selling shareholders, will have the PEXA shares they are otherwise entitled to under the distribution sold on the ASX by the sale agent, with the proceeds remitted to them. PEXA is a standalone ASX-listed entity, which is the operator of Australia's leading digital property settlements platform, and Link Group is PEXA's largest shareholder. Since inception, PEXA has processed over AUD 2.4 trillion in transaction value, and in June 2022, processed around 360,000 transactions during that month. Link Group is proud to have been part of the success of PEXA. However, PEXA has operated as a separate and minority investment from the core operations of Link Group. The Link Group board has continually assessed the optimal corporate structure and PEXA's position in the Link Group portfolio. The board has concluded that the distribution to allow Link Group shareholders to convert their existing indirect investment in PEXA to a direct investment is in the best interest of the Link Group shareholders. If the distribution is implemented, post-distribution, Link Group will continue as a leading global administrator operating four global businesses, being RSS, Corporate Markets, Fund Solutions, and BCM. Link Group, post-distribution, will have no direct ownership in PEXA. I would also like to reiterate the 2023 guidance that was provided at our AGM on 30 November 2022. Post-distribution, at a Link Group level for 2023, we reaffirm our expectations of low single-digit revenue growth on 2022, with operating EBITDA expected to be up 8%-10% on 2022. For the first half of 2023, we expect operating EBIT to be in the range of AUD 75 million-AUD 80 million, which is in line with our 2023 guidance of 10%-12% higher than 2022. The Link Group board considered the advantages, disadvantages, and risks of the distribution and has identified a number of key reasons why you might vote in favor of the distribution and a number of reasons why you might choose to vote against it. These are set out in detail in the explanatory memorandum and summarized briefly on this slide. The Link Group directors appointed Deloitte Corporate Finance Pty Limited as the independent expert to prepare an independent expert's report to assess whether the distribution is in the best interest of Link Group shareholders and whether the distribution would materially prejudice Link Group's ability to pay its creditors. The independent expert concluded that the distribution is in the best interest of Link Group shareholders and is unlikely to materially prejudice Link Group's ability to pay its creditors. Having regard to these reasons and the independent expert's opinion, while the Link Group board acknowledges the reasons to vote against the distribution, the Link Group board believes the advantages of the distribution outweigh the disadvantages and has concluded that the distribution is in the best interest of Link Group shareholders as the distribution should deliver greater overall value of Link Group shareholders' investment over time than the current structure or other potential options which Link Group has considered as detailed further in the explanatory memorandum. The Link Group board unanimously recommends you vote in favor of the resolution to approve the distribution. Each Link Group director has also voted any Link Group shares she or he holds or controls in favor of the distribution resolution. We now come to the formal business of the meeting today. The notice of extraordinary general meeting date at 22nd November, 2022 was included in the explanatory memorandum made available to shareholders. I will take the explanatory memorandum, including the investigating accountant's report, the independent expert's report, and the notice of extraordinary general meeting, each annexed to the explanatory memorandum as being read. We will now move to voting on the resolution to be considered today. Firstly, I will briefly outline the meeting procedures. Shareholders using our online platform via their personal computers and tablet devices are able to watch the meeting in real time, submit votes, and ask questions online during the meeting. Please ensure that you are registered as a shareholder and not as a guest, as only shareholders, their attorneys, proxies, and authorized company representatives are entitled to ask questions and vote. At the bottom of your screen are two buttons. One is to enable voting and is marked Get a Voting Card. The other is for asking questions and is marked Ask a Question. You're able to submit a question at any time, and you can also vote at any time. I encourage you to submit your questions now by typing it in using the Ask a Question button. Written questions may be moderated. For example, if questions are particularly lengthy, we may need to summarize them in the interest of time. Where there are several questions on the same matter, they may be answered together. Note, there is a 512 character limit on each question. I ask that all questions be directed at me as chairman, and I will either answer the question directly or pass it to the most appropriate person to answer. You may also ask questions verbally by phoning the number set out in online platform guide. I will endeavor to answer all questions in the allowed time today. However, I may take a question on notice if necessary. Some of the questions may also have already been addressed in my chair's address. You can edit your vote during the meeting. However, once voting has been closed, all voting cards will automatically be submitted and cannot be changed. At the end of the meeting, a red bar with a countdown timer will appear at the top of the webcast and slideshow advising the remaining vote time. Voting will close five minutes after I close the meeting to enable time for all votes to be submitted. If you have any questions about casting your vote online or asking a question, please refer to the online platform guide or call us on the number set out in the guide. If there are any technical difficulties during the meeting that result in shareholders as a whole being unable to participate fully in the meeting, I will call a short recess to allow the issues to be resolved. I would ask that shareholders not log out of the meeting if I call a short recess. If there are more significant issues, I may adjourn the meeting and update the ASX with details of the adjourned meeting. I will now move on to the resolution of the meeting. There is only one resolution to discuss and vote on today. The resolution pertains to the reduction in the capital of Link Group, which I will refer to as the distribution resolution. The distribution resolution is set out on the screen. The board unanimously recommends that shareholders vote in favor of the distribution resolution. Prior to this extraordinary general meeting, we received one question via the online platform. I will respond to this question first and will then turn to written questions from the online platform submitted during this meeting, followed by questions from the telephone line. Thank you, Chair. Our first question comes from Lee Natasha. I take it that the capital reduction, if approved, will be based on the market price of PEXA. Could you provide details on this? Thank you for your question. As I noted earlier in my address, each eligible Link Group shareholder will receive one PEXA share for every 7.52 Link Group shares as at the record date, rounded down to the nearest whole PEXA share. The distribution ratio is not based on the market price of PEXA shares. Are there any other questions online? Yes, Chair. Our next question comes from Stephen Mayne. If a Link shareholder only has three Link shares, how many PEXA shares will they get under the proposed rounding up and rounding down arrangements? As mentioned in my address, it is a round down arrangement to zero PEXA shares. Chair, we have another question from Stephen Mayne. When disclosing the outcome of voting on this resolution today, could you please advise the ASX how many shareholders voted for and against each item, similar to what happens with a scheme of arrangement? This will provide a better gauge of retail shareholder sentiment on all resolutions and was a disclosure initiative adopted by the likes of Metcash, Altium, and Dexus last year, and Webjet and Tabcorp so far this AGM season. Thank you. We will take that under advisement. Thank you, Chair. We have a further question from Stephen Mayne. How many different shareholders were eligible to vote today and how many had voted before the proxy voting deadline passed 48 hours ago? Is the turnout at this meeting lower than at a typical Link AGM? What did you do to stimulate retail shareholder participation? All shareholders were entitled to vote, and I think more than 1,400 did vote. Turnout is in line with previous meetings. Thank you, Chair. We have a further question from Stephen Mayne. When Link was represented on the PEXA board after it listed, were there any acquisitions or transactions proposed by management which were rejected by the board? Now that PEXA is going to be free from Link's influence, does the Chair believe it will be liberated to expand and grow more aggressively? I think that's really a question for PEXA. Thank you, Chair. We have no further questions online. Operator, are there any questions on the telephone? Thank you. There are no questions on the phone line. If there are no further questions, I will now show the proxy results. Details of the votes for this item received prior to the meeting are now on the screen. As there are no further questions, please now select For, Against, or Abstain next to Resolution one on your electronic voting card. Thank you. The poll will remain open for a further five minutes to allow you to complete your voting. Voting will remain open until the conclusion of the five-minute voting window timer, which will appear at the top of your online platform. As I mentioned earlier, the results of this meeting will be announced to the ASX as soon as they have been counted and verified. That completes the formal business of the meeting. Thank you for your participation today. Given that we are two days from Christmas, I would like to wish everyone a safe and happy holiday season. We're pleased that our virtual meeting technology enabled your attendance today, and thank you also for joining us. I now declare this meeting closed, subject to finalization of the poll.
Loading workspace