Good afternoon, ladies and gentlemen. It is 2:00 P.M. and there is a quorum present. I declare this meeting open. Welcome to the 2021 annual general meeting of 360 Capital Group Limited. My name is David van Aanholt, and I'm the Independent Chairman of the group. In light of the COVID-19 pandemic and the government's restrictions on physical gatherings, we decided some time ago to hold this AGM virtually. We appreciate this may be the first security holder meeting that you have participated in virtually, so we've made every effort to ensure that the meeting runs as smoothly as possible. If in the unlikely circumstances we encounter any technical issues that result in a number of security holders being unable to reasonably participate in the meeting, I will adjourn the meeting for 30 minutes, after which the meeting will reconvene. If the technical issues continue, we'll adjourn the meeting to a time and a place to be announced and lodge an ASX release after the adjournment that sets out the details and the next steps for a new meeting. I'll now outline the procedural matters for this meeting. Responses to all questions submitted prior to the meeting have been incorporated into the presentation and associated commentary. If you'd like to ask a question during the meeting, you can do this in one of two ways. You can either verbally ask a question by dialing the number displayed on the Lumi platform and follow the instructions, or by pressing the speech bubble icon where there is a section for you to type and submit your question. To ensure that members have the opportunity to ask questions, we request that you keep your questions as brief and as relevant as possible. If you have a number of questions, if you can ask them all at the same time, that would be appreciated. You can start submitting any questions that you may have now. Please note that not all questions are guaranteed to be answered during the meeting, but we'll do our best to address as many as possible where practical. Questions that relate to resolutions in the notice of meeting will be answered as each resolution is presented. I'd like now to summarize the voting procedures. During this meeting, all voting will be conducted by way of a poll. No formal vote is required on item A of the agenda. A poll will be conducted on the remaining two items. At the relevant time, if you are eligible to vote at this meeting, a polling icon will appear. Selecting this icon will 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 an enter button as the vote is automatically recorded. You do, however, have the ability to change your vote up until the voting is declared and closed. Where under directed proxies have been given in favor of the chair, I will vote all in favor of the resolution to the extent committed. Your votes will be counted by personnel from our registry Boardroom after the meeting closes. The results of each poll will be announced via the ASX as soon as practical after the meeting and will also be displayed on our website. I'd like to start by introducing my fellow directors. John Ballhausen, an independent director, and John Chairs the audit and risk committee. Andrew Moffat, an independent director, and Andrew chairs our remuneration and nominations committee and is a member of the audit and risk, and the Managing Director of the group, Tony Pitt. Also present today are our Chief Financial Officer, Glenn Butterworth; Head of Real Assets, James Storey; Head of Private Credit, Chris Chase. I also welcome our auditors, EY, and Company Secretary and General Counsel, Kimberly Clarke. Shortly, I'll hand over to Tony, who'll go through the group's FY 2021 performance and provide an update on progress this year. We will then move to the formal business of the meeting and the three resolutions for your approval as detailed in the notice of meeting dated 28th of September 2021. As the notice of meeting has been in the hands of security holders for the statutory period, I shall take it as read. During the second half of FY 2021, we refined the group's strategy to focus on high-margin activities. However, we remain an investment and funds management group focused on strategic and active investment management of alternative assets. Late in FY 2021, we have made the decision to exit public equities and our digital infrastructure JV and focus on three core strategies, real assets, private equity, and credit. We have rebuilt our business. As we rebuild our business, we recognize we've had a few false starts. However, we've always learned and profited from these experiences. Our aim through the creation of investment products for our 10,000+ investors and partners is to generate and grow our recurring revenue across funds management, principal investing, and principal investment realization. A snapshot of the FY 2021 financial result shows a strong year for the group, with operating revenue up 121% on the prior corresponding period, up to AUD 21 million. Net operating profit after tax up 111% on the corresponding period. NAV slightly up to AUD 0.91 per security. Operating earnings were up 100% on the prior corresponding period, above our forecast at AUD 0.042. Distributions were in line with FY 2021 guidance of AUD 0.04. The group has been impacted by COVID-19 for the majority of the first half of FY 2022. However, we've continued to execute on the strategy of the company, including exiting our co-investment in GDC, selling Realta Asset Management, and exiting public equities. Hotel Capital Partners have settled its first acquisition. We signed a heads of agreement to sell our FibreconX stake and share the management rights. On the 15th of October 2021, TGP and TOP made a AUD 1.1 billion proposal to acquire all the securities in Irongate Group for AUD 1.65 a share. In FY 2021, the board was reduced to three independent directors plus our MD, with the retirement of Graham Lenzner. Our board has been together for some time, and in FY 2022 we undertake to look at rotating, refreshing and diversifying our board. We'll keep security holders updated when we've decided on any changes to the board. I'll now hand over to Tony, who'll provide a summary of 360 Capital Group's FY 2021 performance and provide an update of the Group's recent activities. Tony. Thank you, David, welcome fellow shareholders. Today I'll go through the FY 2021 results and where appropriate, I'll update to the four months or five months to where we are today. Turning to Slide 8 now, just starting on key highlights and really for the first part of 2022, starting with Real Assets. 360 Capital REIT is now a pure real estate equity vehicle after it's now completed the sale of the Gladesville Apartments, sold its AMS Finance business. Velocity loans have been repaid in full and it's sold its co-investment in Velocity. TOP now comprises of two main assets plus a one non-core asset in an unlisted fund. The first of which is obviously its 12.8% stake in Irongate Group. I'll talk a little bit more about the proposal that has been put to Irongate a little bit later in the presentation. Our second or TOP's second major investment is a 50% stake in TMG Funds Management in New Zealand, which is continuing to grow, now having just under AUD 800 million of assets with further acquisitions underway. In Hotel Capital Partners, as David mentioned, it's settled its first hotel recently for AUD 146 million, and that is on behalf of a large U.S. private equity fund, which has provided the group with a large mandate to build out a hotel portfolio here in Australia and New Zealand. Post year-end, the group has now sold its stake in Global Data Centre Group for AUD 42 million, which is in line with its book value. We'll also look at selling the management rights in that vehicle in on completion of the FibreconX sale, which I'll talk about shortly. This is all part of the breaking up of the JV in our digital infrastructure space as David highlighted earlier. In the private equity side, Delt shareholders approved the acquisition of Digital Software Solutions, where the group had made a AUD 1 million investment, got 1.8 x on its capital back, in both scrip, being 50% scrip and 50% cash. We've also entered into a heads of agreement, a binding heads of agreement with a large family office to sell our stake in FibreconX. Along with the management, our 50% interest in management rights. The group invested AUD 10 million into this investment and will get approximately AUD 28 million back, making a AUD 16 million profit for this year. The group continues to look for PE transactions, which we can then offer to our sophisticated investors. On the credit side, Chris has been busy preparing for a capital raising which we announced last week, whereby we, TCF is undertaking a AUD 20.5 million capital raising. We've had a lot of interest from private high net worth and sophisticated investors to do a wholesale fund which we are also doing in the credit space. Along with TCF, the two funds will co-invest into transactions. Late FY 2021, we announced that we were doing a simplification strategy of the group and really focusing on high margin funds management and investment activities. We wound up our public equities business along with Cambridge Investment Partners and post-period sold Realta Asset Management. We also closed our Brisbane office and Melbourne office and focused our attention back in Sydney. Group's resources are now focused on high margin principal investing and scaling our funds management activities. Staff has gone from over 30 full-time heads to about 16, saving our staffing costs about 50% per annum. On the principal investing, post-period and post the pending sale of FibreconX, which we hope to complete in the next two-three weeks, the group is well capitalized with no debt and AUD 95 million of cash to support the activities and principal activities going forward. Turning to Slide 9, a snapshot of an update of our current portfolio on the left. 360 Capital REIT gains continues to grow. Hotel Capital Partners mandate that we have from our private equity group and in Global Data Centre Group, you will see that exit that they're stable, expected to be happening before Christmas. Private equity, three funds there at the moment, and with the sale of FibreconX we will be exiting that. On credit, we've added the private credit funds where the appetite has been very strong in its capital raising to- date. Looking at how we generate our revenue streams, principal investing, funds management revenue, and principal realizations, whereby we're forecasting AUD 16 million from realizations this financial year being predominantly the sale of our FibreconX stake and management interests. Turning to Slide 10 now. Funds under management for FY 2021 grew 28% to AUD 569 million. This will obviously go down with the sale of FibreconX 's management rights and the sale of GDC's management rights. However, we expect that to be supplemented from activities in the real estate space, as the credit strategies continue to grow their funds and from our hotel mandate that we have. Turning to Slide 11 and just touching on our principal investments as they are today. As at 30 June, 88% of our investments were in listed securities. Post-June, we've sold our stake in Evans Dixon. We increased our ownership in Irongate Group. We sold our GDC stake and our pending sale of FibreconX will bring in further cash. We've also increased our ownership in 360 Capital REIT, given its current discount to NTA. On Slide 12, we've put a bit about our principal investment history. The group is active in what it does and in how it manages its assets. We continue to profit from principal investing, and where appropriate, we have sold our principal investments to realize and reinvest to grow shareholders' capital. With the realizations, it enhances returns, but we are also very focused on growing our recurring revenue, and that's part of the focus of what we're doing with IAP at the moment. Since we listed the group, we have realized about AUD 160 million in profits from our investing activities over and above recurring revenue. Turning to Slide 13 now and touching on the Irongate proposal. This is a proposal from 360 Capital Group and 360 Capital REIT, who jointly own 19.9% of Irongate. We initially invested into Irongate to build that 20% stake and average entry price of AUD 1.41. The team recognized the value in the particularly in the industrial portfolio and the current position of Irongate as part of its investment strategy. At the current offer price that we have provided between groups and the REIT, we have a total investment of about AUD 213 million. On the 15th of October, we lodged an indicative proposal to Irongate to purchase all of the securities that we don't own at AUD 1.65 per security via a trust scheme. We are also in discussions with ESR Real Estate Australia about coming in and buying part of the portfolio. IAP's response two days ago was that the IAP board have determined not to engage with us on our indicative proposal. Their claims are that we have not provided certainty around the funding and what is positive is they are committed to maximizing shareholder value for all shareholders. IAP and its advisors should be engaging with the group and its largest shareholder. We have not had the opportunity to engage. They have not reached out to us with our proposal, which we are very disappointed about. We've offered to have discussions with them and ESR have also offered to meet with their global chairman, which has not occurred. The indicative proposal that we've provided is part of 360 Capital's plan to scale its funds management platform. We remain committed and patient and believe that our indicative proposal is a compelling value proposition for all IAP security holders. Irongate is a key plank to our scaling of our funds management business, and we continue to be committed to that despite current events. Obviously, as part of this proposal, we can't say too much more at this stage and we'll continue to look at this proposal. Turning to Slide 14 now on key focuses for the group and just going down the list. As discussed, we've sold Realta as part of the public equities rationalization. We continue to focus on closing the gaps of the two funds being TOP and the group its NTA. TOP is currently trading at a 25% discount to its estimated NTA, and the group is currently at about a 15% discount to its estimated NAV. Obviously, both entities have benefited from the recent IAP stock price increase as well. As we progress the IAP proposal, we do expect that the gaps to continue to close. With our strategic re-review of our digital infrastructure assets, as highlighted, we are well advanced and expect to be out of all digital infrastructure exposures before Christmas. We continue to grow our Hotel Capital Partners mandate. As mentioned, we had the first settlement a little while ago, and we're currently assessing about AUD 600 million in acquisitions, all funded from our capital partner. Looking at the private credit space, TCF is raising AUD 20.5 million over the next month, as well as our wholesale fund starting to get good inflows or commitments. Acquiring Irongate Group, obviously, the proposal that I've just spoken about at AUD 1.65. On the cost reduction side, we've completed that and you'll see that benefit coming through in our results. Recently we reaffirmed our distribution guidance and also our earnings guidance, which is AUD 0.06-AUD 0.07. This year will be actually a dividend which we expect to be fully franked, and that is conditional on the sale of FibreconX, which will likely occur in the next two weeks. On the ESG side of it, obviously, we are aware of the impact that our investments are making. We take an active role in this, and our ESG practices of the business and assets. We're currently reviewing our ESG policy along with our external consultants to ensure that we are best practice. Finally, I'd like to thank fellow shareholders, investors and stakeholders, and also like to thank the board for its continuing support over the last 12 months. Thanks, David. Thanks, Tony. That brings us to the end of the operational update. As you can see, it's been a busy period with the refining of the strategy, and the execution of steps to make sure that we're moving in the direction we want to. People, People, before we move to the formal part of the meeting, we'd be happy now to take any questions that you may have in relation to today's meeting and the business of today's meeting. With regard to the Irongate proposal, there's only a limited amount we can say, given the fluid position that's there, but we would like to engage and the door is open for a conversation. Security holders may ask questions by clicking on the Ask a Question button on your screen. We do have one question that's come through from Mr. Woollard. Why do you think TOP trades at such a large discount to NTA? What is your thinking about what can and should be done to narrow this discount? I might pass that over to James, the Head of Real Assets. Thank you, David. Thank you for your question, Mr. Woollard. As Tony articulated previously, we are firmly of the belief that as the IAP transaction progresses, both TOP and TGP will be trading more in line with their current NTA. We've also had in both stocks a substantial holder selling down a significant, in total it was close to 8% of TOP securities over the last three months. And that overhang is now gone and you're seeing the price start to correct. We're confident, as I say, as IAP progresses, that discount will close. Just checking if there's any more messages either verbally or on the screen. There doesn't appear to be. Please feel free always to contact the offices at 360 if you do have questions. Thank you. We now move to the formal business to be undertaken today as set out on the screen. I've been advised by Boardroom as the registry provider that valid proxy forms have been received from 172 security holders who are accordingly present by proxy at this meeting. They represent in excess of 130 million securities or approximately 59.8% of the total holding. Before the motions are put to security holders, I'll advise how these proxies have voted. Security holders should note that it's my intention to vote all open and undirected and available proxies to me in favor of the resolution. When voting on all three resolutions is completed, we'll post the results to the ASX on the group's website following the meeting. I will appoint Andy May from Boardroom Pty Limited as Returning Officer. He will arrange for the counting of votes in accordance with the voting exclusions as set out in the notice of meeting. Our meeting today involves three resolutions to be decided. I'll now go through the resolutions that security holders are being asked to vote on. Please note the polls are online and are ready and open for voting. As I said before, you don't need to click a button to submit your vote. They'll be done automatically, but you can change your vote at any time up until the time the polls close. The first item of business is formally receiving the 2021 annual report, consisting of the financial report and director's report, as well as the auditor's report for the financial year ending 30 June 2021. Please note there is no requirement for security holders to approve these reports. The first resolution you'll be voting on now appears on the screen. Unless I hear to the contrary, I'll assume that the resolution has been read. I'll take the resolution as being read. I now move to consider resolution one, that for the purpose of Section 250R(2) of the Corporations Act 2001, and for all other purposes, the remuneration report of the company for the financial year ending 30 June 2021 as contained in the directors' report for the company, be approved. Please note the vote on this resolution is advisory only and does not bind the directors of the company. Resolution one is an ordinary resolution and will be passed if more than 50% of the votes cast by or on behalf of security holders entitled to vote on resolution one are in favor of resolution one. The proxies received in relation to resolution one are shown on the screen. They show that, votes in favor or for represent 92.8%, against 5.5%, 1.1% open, or 1.45% abstaining. Resolution 2. The second resolution you'll be voting on now appears on the screen. Unless I hear to the contrary, I will take this resolution as being read. I now move to consider Resolution 2, that Mr. Andrew Graeme Moffat, being a director of the company who retires from the office in accordance with the constitution of the company and listing rules, and being eligible and having offered himself for re-election, is reappointed as a director of the company. Resolution 2 is an ordinary resolution and will be passed if more than 50% of the votes cast by or on behalf of security holders entitled to vote on Resolution 2 are in favor of resolution two. Proxies received in relation to this resolution are shown on the screen. They show that 96.6% are for, 2.6% against, open 0.8%, and 0.71% abstained. The third resolution you'll be voting on now appears on the screen. Unless I hear to the contrary, I'll also take this resolution as being read. I now move to consider resolution three, that Mr. William John Ballhausen, being a director of the company who retires from office in accordance with the constitution of the company and listing rules, and being eligible and having offered himself for re-election, is reappointed as a director of the company. Resolution three is an ordinary resolution and will be passed if more than 50% of votes cast by or on behalf of the security holders entitled to vote on resolution three are in favor of the resolution. Proxies received in relation to resolution three are shown on the screen. They show 93.8% for, 2.6 against, 3.6 open, and 0.72 have abstained. With those proxies in place, I think we can congratulate both John and Andrew. Ladies and gentlemen, that concludes the formal business of the meeting for today, and I now close the meeting save for the declarations of the vote. The vote- the voting results will be posted on the ASX and will also be on our website. I'd like to take this opportunity to thank my fellow directors for their continued support and conscientious work throughout a difficult year. I'd like to thank Tony and the whole of the 360 team for their diligent work this year, despite the difficulties posed by COVID-19. Finally, I'd like to thank you very much for your attendance here today and online. I now declare this meeting closed. Thank you and good afternoon.
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