Good morning, ladies and gentlemen, and welcome to Midway's 2024 Annual General Meeting. I'm Gordon Davis, Chair of Midway. Our directors in attendance: Leanne Haywood, Andy Priest, Nils Gunnarsson, Kelly Bender, and Tom Gunnarsson. On my right is our Managing Director, Tony McKenna. We have a quorum present, so I now declare the meeting open. Few procedural steps: voting on all resolutions at today's meeting will be conducted by way of a poll conducted online. You will need the link provided in the notice of meeting and your shareholder details to vote in the poll. The poll is now open, and you can vote at any time. At the end of today's meeting, you will be given time to vote if you wish. The results of the poll will be notified to the ASX following the meeting. As I deal with the resolutions of today's meeting to shareholders, I'll provide an opportunity for shareholders to ask any questions or make any comment. Questions or comments should be submitted via the Q&A panel on your screen. At this meeting, there are six items of business, five of which will be voted on. There have been proxies received in respect of today's resolutions. The numbers have been announced to the ASX, and I'll mention them as we move through the resolutions. The figures are the closing time for the receipt of proxies. As Chair, I will vote all available undirected proxies in favor of each resolution. Before we move on to the formal business of today's meeting, I would like to address shareholders in relation to the company's performance. I shall then invite our Managing Director, Tony McKenna, to deliver a presentation to shareholders. A copy of my address and Tony McKenna's presentation have been lodged with the ASX. It's been a pleasing year of progress for Midway, which has concluded with an attractive offer from River Capital to take Midway Limited private. Midway has entered into a binding scheme implementation deed with RCM Bidco Pty Ltd, an entity owned and controlled by River Capital for the purpose of acquisition of all shares in Midway by way of scheme of arrangement. If the scheme becomes effective, Midway shareholders will receive AUD 1.19 cash per Midway share under the scheme, which is inclusive of special dividend expected to be paid of AUD 0.38 per Midway share. The extent to which the special dividend is franked will depend on the availability of franking credits. The special dividend is expected to be partially franked to the extent of AUD 0.30 per share and AUD 0.08 per share unfranked. The cash consideration represents a premium to the undisturbed closing price, which to the date of 13 November was $0.76, $0.765. That was the final day Midway traded prior to the announcement that it entered into a binding scheme implementation deed with River Capital. Established in 1996, River Capital is an Australian fund manager investing over $1 billion on behalf of investors across both listed and unlisted companies. River Capital currently has an 8% ownership stake in Midway. The Midway board unanimously recommends that Midway shareholders vote in favor of the scheme in the absence of a superior proposal and subject to an independent expert concluding and continuing to conclude that the scheme is in the best interests of Midway shareholders. The option we are working to put for shareholders is a long time in the making. Since Tony's appointment in January 2022 and my elevation to the Chair in May 2022, the board has been discussing strategic options for Midway Limited to create value for shareholders going forward. In that process, we've explored many alternatives, including selling assets or finding a strategic partner for our core business. The River Capital proposal has been partly made possible by the progress that has been made in the meantime on delivering Midway's strategy. So we now have a number of strategic achievements that can be recognized this year. One of the most noteworthy developments this year has been the realization of the grain project at our Geelong site. International grain company CHS Broadbent took possession of the site under a development lease and commenced work on silos and other infrastructure. The settlement of the land sale occurred in the first week of November this year. This project marks a pivotal moment in leveraging our assets for enhanced operational efficiency and profitability. We're delighted to announce our partnership with Rio Tinto on a groundbreaking project in plantation oilseed to produce biodiesel. This collaboration is not only a testament to Midway's capabilities in plantation carbon but also a promising new avenue for the business. The partnership underscores our commitment to innovation and sustainability. We're excited about the potential it holds for future growth. In addition, we have entered the second year of our collaboration with MEAG, during which we have successfully registered and managed over 1,700 hectares of new plantation carbon projects. This partnership continues to thrive, showcasing our ability to deliver meaningful results and to advance our strategic objectives. We are also working closely with a major financier to offer a plantation carbon financing product to landowners. The initiative has garnered significant interest, and we have signed several aggregations, further expanding our reach and impact in the plantation carbon market. We're also making substantial progress on the Tiwi Islands project. Our comprehensive process is nearing resolution, promising significant improvements for the company. These advancements do not deliver significant short-term earnings but are expected to deliver considerable value and enhance our strategic positioning in the longer term. In terms of our financial health, the financial health of Midway has seen a pleasing improvement. Since March 2022, we have sold and settled our land and plantations for a total amount of AUD 173 million, with the final tranche completed in September. These sales have enabled us to eliminate all long-term debt, repositioning and strengthening our balance sheet. The repositioning has been crucial in ensuring the long-term stability and growth of the company. Our traditional businesses have also seen significant financial improvements. The underlying EBITDA for financial year 24 stands at AUD 14.2 million, reflecting marked improvement on the previous year. This positive progress underscores our commitment to enhancing operational efficiency and delivering value to our shareholders, despite the challenging conditions faced by the Tiwi first rotation project and Southwest Fibre. On dividends, I've been pleased that this year we've been able to declare two fully franked special dividends. In December 2023, we paid AUD 0.05 per share fully franked. In October 2024, we paid 14.5 cents per share fully franked dividend, fulfilling our commitment to provide 19.5 cents per share to our valued shareholders. We also paid an ordinary dividend of 1.6 cents per share fully franked from financial year 24 earnings. Our disciplined approach to financial management and strategic execution has allowed us to survive the current market volatility and to capitalize on subsequent market improvements and return some capital to shareholders. Looking forward, Midway remains committed to its strategic vision of growth and innovation. Our focus will continue to be on expanding our presence in the plantation carbon space, leveraging our partnerships, and enhancing our operational capabilities. The projects and initiatives we have undertaken this year lay a solid foundation for sustained growth and profitability in future years. We're particularly excited about the potential of our partnership with Rio Tinto and the opportunity it presents in the biodiesel market. Similarly, our collaborations with MEAG and a major financer are expected to yield significant benefits, further cementing our leadership in the plantation carbon sector. In closing, I'd like to once again welcome Mr. Andy Priest, who was appointed to the board in March as a non-executive director. He brings a wealth of experience and capability as a director and businessman. I'd also like to extend my gratitude to our shareholders, our employees, and partners for their support and dedication. The progress we've made this year is testament to our collective efforts and shared vision. As we move forward, I'm confident that Midway is well positioned to continue to improve and deliver genuine value to our shareholders. I'm excited about Midway's future and the opportunities ahead, and would like to hand over the meeting to Tony McKenna to talk in more detail about the Midway position. Thank you. Thank you, Gordon. For those of us in the room, the presentation is on the screen behind you, so we can turn around and observe that. We'll go with this. As the Chairman said, there have been a number of substantial developments over the course of the last 12 months. I'll take you through a summary of the River Capital offer and some background on how the board came to agree terms. Then we'll go through our strategy and progress delivering on it. I'll talk about the wood, fiber, and carbon markets outlook and touch on people's safety and sustainability. The progress that we've made in delivering our strategy over the past three years has created the opportunity for the company to return funds to shareholders by paying special dividends and to secure an attractive takeover proposal. On the 14th of November, Midway announced that it had entered into a scheme implementation deed with River Capital. The offer price equates to AUD 1.19 per share, representing a significant premium of 56% to Midway's undisturbed share price before the announcement. Midway declared a 14.5 cents per share fully franked special dividend and a 1.6 cents per share ordinary fully franked dividend, both paid in October following the FY 2024 results. The company has also paid a AUD 0.05 per share fully franked special dividend in December 2023. We continue to make improvements to our operations, which is essential in a volatile commodity business. FY 2024 underlying EBITDA of AUD 14.2 million was an AUD 11.3 million improvement on the previous year's results. In September, we settled the final tranche of the plantation estate sale to MEAG. In November, we settled the sale of part of the Geelong site to CHS Broadbent for AUD 15.5 million as part of our ongoing strategy to maximize the value of the company's assets. In September, we were very pleased to announce our partnership with Rio Tinto to manage a Pongamia plantation to explore the viability of Pongamia as a sustainable renewable diesel feedstock. We are building a high-quality team in Townsville to support and deliver this project. With our carbon growth strategy, we are making progress on a number of metrics and starting to build a business that will, over time, generate diversification and growth. For the Tiwi project, we've been running a process since the beginning of this year and are currently in exclusive negotiations with River Capital, and we're hopeful of securing their investment in the project. Regarding the outlook for the company, we are confident that over the coming years we should start to see results from our carbon strategy, growing revenues, and becoming profitable. While Asian wood chip imports have grown over the last 12 months, Australia's total volume and market share has fallen. The market remains volatile, with pulp prices at $560, down from their peaks of $745 in July this year. There has been a long-running and comprehensive process that's led the board to reaching its decision to recommend the River Capital offer. The Midway board unanimously supports the scheme in the absence of a superior offer and subject to the independent expert concluding that the scheme is in the best interests of Midway shareholders. For the past three years at least, it has been apparent that Midway suffers the negatives of being listed on the ASX without enjoying any of the benefits. We've spoken about this publicly and have been taking measures to address it. The negatives are obvious and include onerous reporting requirements, compliance costs and the management distraction, and the disclosure of sensitive information to our competitors, customers, suppliers, contractors, and the industry in general. With very low liquidity in our stock and a business exposed to the commodity cycles with hard-to-forecast earnings, we feel that the company's share price has not reflected the true value of the company. The share price and limited investor interest in the company has also limited the option of raising capital on the market. We've made a concerted effort to take measures to help the market see the positives and future potential of the Midway business so that being listed could be an advantage rather than a burden. We've outlined and executed a strategy to improve the operating performance and to best manage the volatility of the wood fibre business. We've also described our strategy for building a position in the emerging carbon business to provide growth and diversification. While it remains early days, we're making good progress with our carbon strategy. Now, I fully acknowledge that there's a difference between net tangible asset value and net realisable value. In our efforts to deliver value to shareholders, we've sold the company's plantation estates and a portion of the Geelong land, all for better than book value. Despite delivering as promised on these initiatives, the share price has not responded. The only thing that's moved the share price has been the announcement of special dividends or the proposed River Capital scheme of arrangement. It can't be ignored that returning funds to shareholders is an irreversible shrinking of a company that is already subscale for the ASX and is clearly not a sustainable strategy. In 2022, as part of our strategy to explore all options to maximize shareholder value, we engaged Deloitte as corporate advisors to assist with an evaluation of the prospects of Midway, including delisting from the ASX and returning Midway to private ownership. The Midway board held conversations with various parties covering a wide range of potential transaction alternatives. Part of Deloitte's mandate was to also consider a sum of the parts approach. Despite a number of encouraging engagements and a number of parties undertaking detailed due diligence, nothing came of the process, and we terminated it in mid-2023. We've continued to be public about our thoughts that the company didn't need to be listed and may be better suited to private ownership. However, to achieve that requires a party who shares the belief in the company's direction and opportunities. We remained open to options, and on receiving indications that River Capital were considering acquiring the company, we appointed PwC Securities as lead advisor to sound the market and to help the board negotiate the best outcome for shareholders. PwC and the board operated with the full benefit of the process run in 2022 and 2023. In the months following June this year, the River Capital offer was robustly negotiated until the board was finally satisfied that it had secured the best possible offer and one that they were prepared to unanimously recommend to shareholders. On the 14th of November, Midway announced that it had entered into a binding scheme implementation deed with RCM Bidco Pty Ltd, an entity wholly owned and controlled by River Capital Pty Ltd, for the acquisition of all the shares in Midway by way of a scheme of arrangement. If the scheme becomes effective, Midway shareholders will receive AUD 1.19 total cash payments per share, which is inclusive of a partially franked special dividend of AUD 0.38 per share expected to be paid. The extent to which the special dividend is franked will depend on the availability of franking credits, but the special dividend is expected to be a partially franked dividend equivalent to the aggregate of a AUD 0.30 per share fully franked and an AUD 0.08 per share unfranked dividend. The River Capital proposal also provides Midway shareholders with the option to roll their existing Midway shareholding into the new River Capital-controlled private ownership structure. The Midway board makes no recommendation as to the roll option. The cash consideration of AUD 1.19 represents the 56% premium to the undisturbed closing price of AUD 0.76 per share on the 13th of November, being the final trading day prior to Midway's announcement that it had entered into a binding scheme implementation. Established in 1996, River Capital is an Australian fund manager investing over AUD 1 billion on behalf of investors across both listed and unlisted companies. River Capital currently has an approximately 8% ownership stake in Midway. The Midway board unanimously recommends that Midway shareholders vote in favor of this scheme in the absence of a superior proposal and subject to the independent expert concluding and continuing to conclude that the scheme is in the best interests of Midway shareholders. The scheme remains conditional on shareholder support, requiring a majority and number of members who vote and 75% of shares voted being in favor. It is also subject to various standard conditions, including no material adverse change. In securing a fixed cash payment amount for shareholders, the scheme has been structured such that it's dependent and conditional on the company paying a fixed AUD 0.3835 per share special dividend prior to implementation of the scheme. The table on this page sets out a breakdown of the total cash payment under the scheme. The AUD 1.19 per share is made up of an expected special dividend of AUD 0.3835 per share to be paid at the time the scheme is implemented. The dividend is expected to be franked to AUD 0.3009 per share with AUD 0.0826 per share unfranked. The balance of AUD 0.8065 per share will be funded by RCM Bidco if the scheme becomes effective. The payment of the dividend remains subject to determination by the Midway board in its discretion, and if determined, will be subject to the scheme becoming effective. The franking of the dividend remains subject to availability of franking credits and is based on an estimated franking balance prior to determining any special dividend. Shareholders who elect to receive scrip consideration for their shares will receive cash payments of the AUD 0.3835 per share special dividend and will receive one share in RCM Rollco Ltd for each Midway share, subject to a minimum take-up threshold of 5% and a scale-back provision if take-up exceeds 49.99%. Midway remains focused on delivering our strategy to create value for shareholders. We have a strong focus on constantly and continually improving our operating performance. This has taken the form of a series of initiatives across each of the business units that will put the business in a stronger position regardless of the stage in the cycle. Geelong operations are performing well, with the team securing alternative wood fiber sources, including softwood, to fill the gap left by the closure of the native hardwood industry in Victoria. The reconfiguration of the Geelong site for the grain project has compressed the footprint of the Geelong operations and will generate future revenue as CHS Broadbent utilize the ship loader for grain exports. In Tasmania, production levels continue to improve and supply contracts have been extended with our major supplier, Sustainable Timber Tasmania. Sales of third-party wood have also been an important contributor to our Tasmanian export volumes. QCE has negotiated a lease with the Port of Brisbane, securing the long-term future of the operation out of southern Queensland and northern New South Wales. The restructure of the plantations business unit has largely eliminated exposure to biological asset revaluations and plantation management costs. These initiatives, along with better FX rates, have contributed to improved financial results in FY 2024, with a AUD 14.2 million underlying EBITDA and AUD 1 million net profit after tax for the year. We've made good progress on maximizing the value of the assets in the last 12 months. In November, we settled the sale to CHS Broadbent of around five hectares of the Geelong site. The development of the retained portion of the Geelong site is well advanced. Works include the construction of the new chip pad and log yard, as you can see in the image, as well as construction of new site offices and a new weighbridge, and those attending in person today are welcome to have a site tour after this AGM. In September, we settled with MEAG the final tranche of AUD 35 million for the plantation estate sale. The proceeds have been used in part to repay the last of the Strategy liability. Midway's carbon growth strategy is beginning to gain real traction with several initiatives contracted and showing promise of future earnings growth. The company has a mandate to manage AUD 350 million of brownfield and greenfield plantation estates with MEAG, with around AUD 260 million deployed. We've announced a partnership with Rio Tinto to manage a 3,000-hectare Pongamia oilseed pilot plantation project. We are working with Rio Tinto to prove up the production potential of Pongamia as a feedstock to produce biodiesel on a large scale. We continue to work with landowners and emitters across Australia to utilize our deep operating knowledge and networks to establish plantation carbon projects. Our aggregation program is moving ahead with property signed for registering and planting in the coming year. Having run a process with advisors at Azure Capital, Midway is in exclusivity with River Capital to secure funding for the second rotation of the Tiwi plantation project. The status is promising, with details to be negotiated and conditions to be satisfied. From a zero base in 2022, our carbon strategy is showing pleasing progress. On behalf of third parties, Midway has now registered 4,000 hectares of plantation carbon ACCU projects with the Clean Energy Regulator. We've deployed AUD 260 million invested in plantations and plantation carbon projects, with a further AUD 90 million committed. Projects managed by Midway have committed abatement of almost 900,000 ACCUs over the project lives. New pulp and paper mill capacity in China and Indonesia has increased wood fiber import demand by 12.4% for the calendar year to date. Supply from Vietnam has increased nearly 3 million BDMT and is on track to reach the highest ever Vietnamese export level. Australia has lost market share and absolute volume, partly due to being perceived by the market as a high-cost supplier. The calendar year headline E-globulus price was finally agreed in July this year, down 5% from the previous year to $188.75. The China Bleached Eucalyptus Kraft Pulp Price has dropped from highs of $740 a tonne to $560 a tonne in October. Softwood pulp prices are recovering slightly from recent lows. The carbon market outlook: industry forecasts for ACCU pricing remain positive, and plantation methodology ACCUs continue to attract the premium of between $10 to $15 per ACCU over generics. The spot price for plantation ACCUs has recently risen, with sales being achieved at $55.50. The federal government's Safeguard Mechanism is driving interest from Australia's highest emitting 215 industrial facilities as they position themselves for the 4.9% regulated annual reduction in net emissions each year. Sustainability, people, and safety are at the heart of everything we do at Midway. We are committed to contributing to a sustainable environment, supporting sustainable businesses, and ensuring the safety and productivity of those who work with us throughout the supply chain. Our products are sourced from well-managed forests with high conservation values and through controlled supply chains. This year, we were very pleased to achieve a 50% reduction in reportable injuries, and we believe that some of the safety initiatives that we've implemented have contributed to that outcome. Initiatives include the introduction of voice recognition hazard reporting technology that has increased employee engagement in delivering safety outcomes. It's important to note that without the commitment of our staff and leadership team, none of the achievements that I've been going through would have been possible. Over the past three years, Midway has made substantial progress with its strategy that has led to an attractive offer from River Capital. In 2022, the company refreshed the board of directors, appointing Gordon Davis as Chair and inviting Kelly Bender to join. A new CFO was appointed. We entered a contract to sell the plantation estates and repaid a substantial amount of debt. We commenced entry into the carbon market and exited the loss-making Western Australian logistics business. In 2023, Midway contracted with Australian international grain company CHS Broadbent to sell part of the Geelong site for the development of a grain terminal to utilize the company's access to the Corio Quay North ship loader. We built a strong plantation carbon team, refinanced the business, settled tranche four of the MEAG plantation estate sale, completed the development of a new mill and export facilities in Bell Bay, Tasmania, and paid an AUD 0.05 per share special dividend. In 2022 and 2023, corporate advisors were engaged to run a process exploring all alternative ownership options for the company. In 2024, we entered into a partnership with Rio Tinto for a 3,000-hectare Pongamia trial plantation. The company invited Andy Priest to join the board of directors. We declared and paid a $14.50 special dividend, settled the first tranche of the final tranche of the plantation estate sale with MEAG, and settled the land sale contract with CHS Broadbent. All of this has culminated in entering into a binding scheme implementation deed with River Capital for an offer which will generate total cash payments for shareholders of $1.19 per share, including an expected $0.38 per share partially franked dividend. We thank you for your time and interest in Midway, and I'll now hand back to the chair. Those who have forgotten sitting over this side. Thank you, Tony. And now to the formal business of the meeting. The first item of the business of the meeting is the consideration of the audited financial statements and related reports for the year ended 30th of June 2024. Corporations Act requires that the audited financial statements and related reports for the financial year are considered at the meeting. Shareholders are not required to vote on these reports, but I welcome any discussion or questions. The company's auditors are KPMG, and Simon Dubois, the partner responsible for the company's 2024 audit, is present at the meeting today and is willing to answer any questions on the conduct of the audit. As the reports have been available for some time, I don't believe any further background information on this item is required. So I ask, are there any questions from the room on this item? If not, Georgie, are there any questions online or at this stage? Good. So if there's no questions, we'll move on to the next item of business. The next item of business is a non-binding resolution to adopt the company's remuneration report, which is set out in the company's 2024 annual report. The board will take into account any discussion on this resolution and the outcome of the vote when considering future remuneration policies and practices of the company. The proxy votes we have received are 55.1 million for the resolution and 0.1 million against the resolution, indicating a majority in favour of 99.7%. Are there any questions in the room on the remuneration report? If not, Georgie, any questions online? Not at this stage, Georgie. The next item of business relates to Tom Gunnarsson's re-election as director. Tom's qualifications and experience are set out in the notice of meeting. The proxy situation for this resolution is that we have received 55.2 million votes for the resolution and 0.1 million against, indicating a majority of 99.8% in favor. Are there any questions in the room on this resolution? If not, Georgie, any questions online? No, Georgie. The next item of business relates to the re-election of Leanne Haywood as a director. Leanne's qualifications and experience are set out in the notice of meeting. The proxy votes we have received are 55.2 million for the resolution, 0.1 million against the resolution, indicating a majority of 99.8% in favor. Are there any questions in the room about Leanne's resolution? If not, Georgie, any questions online? No, Georgie. Good. The next item of business relates to the election of Andy Priest as a director. Andy was appointed to the board during the year, and his qualifications and experience are set out in the notice of meeting. The proxy votes we have received are 55.2 million for the resolution and 0.1 million against, indicating a majority of 99.8% in favor. Georgie, are there any questions in the room? If not, then, Georgie, any online? No. The next item of business seeks shareholder approval for the issue of performance rights to Tony McKenna, our Managing Director and Chief Executive Officer. The board believes it's appropriate to offer Tony another issue of rights under the long-term incentive plan in the event that the scheme of arrangement is not approved. If the scheme of arrangement is approved, then the performance rights will not be issued. The terms of the performance rights are set out in the notice of meeting. The proxy votes we have received are 55.1 million for the resolution, 0.2 million against, indicating a majority of 99.6% in favor. Are there any questions in the room about Tony's performance rights? If not, Georgie, anything online? No, Georgie. We now will proceed to the close of the meeting. Shareholders may now, if they wish, vote on the resolutions. Voting is via the voting application as shown in the notice of meeting. You will need your SRN or HIN to access the voting website. The poll will remain open for 20 minutes after the close of the meeting. The results of the poll will be notified to the ASX later this afternoon. That concludes the business of the meeting. I would like to thank you, our shareholders, for your attendance and ongoing support of Midway. I now declare the meeting closed. Thank you.
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