I'd now like to hand the conference over to Mr. Richard Mathews, CEO and Managing Director. Please go ahead. Good morning, everybody, and thanks very much for joining the call today. When we set this call up, the purpose was to talk about 2025 and talk about what the outlook was for 2026. Obviously, with the announcement this morning that we've entered into an exclusivity agreement with Caterpillar after they've sent us a non-binding indicative proposal to acquire all of the company shares and options at $5 per share in cash, I'm guessing the focus of today's discussion will focus quite considerably. I do appreciate that that announcement only went up about a quarter of an hour ago, so some of you on the call will probably not have seen it, and people who have seen it will likely have questions. I thought what I'd try and do is preempt your questions by providing answers upfront. If you do have questions which I've not addressed, then use that Q&A form provided to ask them, and I'll address as many as I can later in the call. Given this Caterpillar takeover news, instead of doing a page turn and voiceover of the investor presentation, I'm going to assume everyone's read the investor presentation, which was released last Thursday. If you have any questions in relation to it, just use the Q&A form and I'll answer them. What do you reckon? Let's go. Here's some of the questions I think you guys are going to ask, and I'll answer them. Why did you announce this indicative proposal now rather than wait until we had a binding agreement? Given the competitive nature of the sales process, it was a requirement of Cat's indicative offer that the parties agree to enter into an exclusivity deed, including two conditions. The first is that the board, in the absence of a superior proposal, will recommend Cat's current offer to shareholders if it is confirmed in a scheme implementation deed following due diligence. Secondly, the company will notify Cat if we receive a competing proposal. Based on those terms, both of those terms, we've been advised that an announcement to the ASX was appropriate at this time. That's the reason that we've announced it today. Did you run a process to sell the company? Yes, we did. Over the years, we've received from parties, you know, interest in the business. However, none of those discussions resulted in a proposal that was significantly advanced or compelling for the board to consider or recommend to its shareholders. Following the divestment of the advisory business earlier this year, we started receiving more knocks on the doors. We decided that rather than reacting to each one, we would run a structured and competitive sales process like we did for the advisory divestment so that we could control the process and obtain the best possible outcome for our shareholders. This way, we could engage directly with all of the credible players and parties. Just for your information, we signed 25 confidentiality agreements. All of those included a 12-month standstill period, because someone's going to ask me that question later, which gave these parties access to a virtual data room, so it was a comprehensive process. Did we get more than one offer for the business? Yes, we did. I'm not telling you how many, how much, or from whom. Don't bother asking me. Is there a potential for someone to come over the top? As a condition of Cat's offer, we have entered into a six-week exclusivity period, which includes a four-week hard exclusivity period, which allows Cat to undertake its complimentary due diligence. During that period of hard exclusivity, the company cannot engage with anyone else. After the four-week hard exclusivity period has expired, the board could, given its directors' fiduciary responsibilities, engage with another party if there is a compelling proposal, but we must tell Cat about it within one day. Before anyone asks, there is no break fee payable under the terms of the exclusivity agreement. Six weeks, four weeks hard, and we do understand the directors' fiduciary responsibilities after that hard period. "Do you see any risk to the due diligence process?" "Are you confident that Cat will progress to its scheme implementation agreements?" Well, nothing in life is certain. However, Cat's initial due diligence process has been very comprehensive, very transparent, and productive. They really have been great to work with. The management team, we've been engaged throughout the process, and we've shared a lot of information with the Cat team under an NDA. Further, as a public company with continuous disclosure obligations, all material matters have and will continue to be disclosed to Cat and, of course, the ASX, which has resulted in a solid baseline of material for which due diligence has already been completed. Next one. When do you think this transaction will close? On the assumption that we sign a scheme implementation agreement in six weeks' time, the end of due diligence, which is really mid-November, the scheme arrangement process will take another three to four months to complete, which includes holding a shareholder meeting and the necessary court processes. This means the transaction will likely be completed during the first quarter of the 2026 calendar year. That's sort of the timing that we're working towards at this point in time. I know a lot of people on this call, so I'm pretty sure someone's going to ask, "do you think Cat is a good home for the business?" Over the last three or four months, we've spent quite a bit of time with many of the Cat senior managers and staff, talking to them and answering their questions. Don't forget, care is an important customer of ours, so we know them well and their dealing network well. Cat shares our beliefs and values. They, too, want to provide their customers with the best possible products and services, focusing on quality and responsiveness, all the things that are important to us. The Cat brand is one everybody knows and trusts, and you can see why when you listen to them talk proudly about their business. There's strong alignment between the two companies. I genuinely believe Cat will be an excellent home for our people and our products. Let's not forget that Cat is the world's largest equipment manufacturer. While mining remains a core sector for them, they're a big player in many other heavy asset-intensive industries, which means there'll be plenty of opportunities for our products and our people upon completion of this potential transaction. My view is the biggest winners out of this transaction and bringing Cat and RPM together will be our customers. When you look at each of the company's two portfolios of software products and you bring them together, tightly integrated, we're going to create something special and something that's surely going to change the industry forever. What does this mean for the planned capital return? We're still working with the ATO on the capital return. However, any capital return will result in a purchase price adjustment. Once we do get the ATO's ruling, we'll discuss it with Cat and together decide how best to handle that. We have paused the on-market buyback during this process. Last one. "Did you consider remaining independent and executing the growth strategy yourself?" Yes, we did. However, we believe Cat's indicative offer delivers a strong return on investment for our shareholders, along with the certainty that 100% cash consideration brings and is therefore in the best interests of our shareholders. As the world's largest global equipment OEM, Cat clearly has the capability and resources to support and accelerate our future growth. Before we go to the investor presentation and look at questions for that, has anyone got any questions on the acquisition? One question is, what does the two-week soft exclusivity period mean? It's still an exclusive period. Just to be really clear, there's six weeks of exclusivity, all right? First four, can't talk to anyone no matter what. Now, if in week five and six, someone puts a compelling offer to the board, we've got directors' fiduciary responsibilities, we'd have to look at it if it's compelling enough. We provide within one business day that information to Cat. The way we're thinking about it, it's a six-week exclusivity period to get through the confirmatory due diligence, get a scheme implementation deed put in place. At the end of six weeks, Cat will say, "We like the business. Let's go forward. We want to adjust our offer or withdraw it." It'll be up to them. We're going to work hard with them over the next six weeks to answer their questions and work with them on the process. Does 25 confidentiality agreements mean there are 25 potential buyers? I wouldn't have thought so. It was a very fulsome process. The Molesky did a good job, both in terms of the outreach and helping us run through the process. If the question was, did we get 25 offers for the business? I can't tell you the answer to that question. It's no. Do you consider paying out a dividend prior to the takeover? It's the same. We haven't got any frank credits, as everyone knows, so that might be someone who hasn't been a shareholder for a while. Again, any capital return in any form will be a purchase price adjustment, which makes perfect sense. I'll give you another couple of minutes. I think people know me. I'm actually pretty good on patience. Let's move over to the investor presentation. You can still ask questions if you want, on that other one. I'm not going to do a page turn. I'm not going to do a voiceover of it. 2025 was a pretty busy year, as you can understand. Obviously, a great year for selling software. Some people have asked me why the picture on the top, the start of the investor presentation, that was really, you know, we set ourselves the goal to sell $100 million worth of software. Got through a year earlier than we thought. Also, they had $200 million in software subscription backlog. That's the logic for that presentation. Okay. Any questions? Right. This could be the shortest investor presentation that I've ever had. Give it one more minute. Okay. That sort of felt like a minute to me. Thank you, everyone, for your time this morning. You can be assured that me and the team will be working hard for the next six weeks with the Cat folks. We'll update you on progress when I can. Thanks, everyone, for your time this morning. Thank you. That does conclude our conference for today. Thank you for participating. You may now disconnect.
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