Good morning, ladies and gentlemen. My name is Dick Simpson, and as the Chairman of the Vita Group, it's my pleasure to welcome you to today's annual general meeting. I do thank you for attending. As set out in the notice of meeting dated 27 October, this meeting is being conducted virtually via the online Lumi platform, and the login details for which were included in the notice of meeting. Today's online meeting allows shareholders, proxies, and guests to attend the meeting virtually and view our brief presentation while listening to our audio broadcast of the meeting. In addition, shareholders and proxies can ask questions and submit votes in real time. Let me first introduce our board, all of whom are joining us today. There's Maxine Horne, former Chief Executive Officer and Managing Director up until last February 12. November 12th, sorry, and the Non-Executive Director from then on. Peter Connors, who's taken over as our Chief Executive Officer, effective November 12. Neil Osborne, who's a Non-Executive Director, Paul Wilson, who's a Non-Executive Director, and Paul Mirabelle, who's a Non-Executive Director. There are also members of Vita's leadership team present, including our Chief Financial Officer, Andrew Ryan, our Chief Legal and Risk Officer and Company Secretary, George Southgate, and our auditor. I'm pleased to say, is joining us, Andrew Newman, who's a Partner at Grant Thornton. I'm sure between all of us, we can answer any questions you may have. In light of the recent government regulations facilitating virtual meetings, I can announce that a quorum of shareholders is present, so the meeting can proceed. Let me explain today how the AGM will work. You may submit questions at any time, either verbally or via the messaging function, and I'll explain how to do that as well. You're welcome to ask questions either way. However, we do recommend that you use the messaging option as it's quicker and easier for everybody. I'd also like to remind you that only shareholders of the company or their appointed proxies and attorneys are entitled to vote or speak at the meeting. You can submit questions from now on. We will address them at the relevant time in the meeting, and any questions may be moderated or amalgamated together if there are multiple questions on the same point. If you require any help using the Lumi system during the meeting, please call the following number, 03 9415 4024. Now, how to ask questions. I'll take you through it. To ask a question via the messaging option, which is the preferred method, select the message tab at the top of the Lumi platform, and at the top of that tab there's a section for you to type your question. Once you've finished typing, please hit the arrow symbol to send. To ask questions verbally, you will need to dial a number on the screen that's there now. You pause the broadcast in the Lumi platform by clicking the pause button. Please dial the number to ask a question verbally. An operator will answer the call where you'll be prompted to tell them your name and the topic of your question before being connected. Once your question has been received by the moderator and relates to the relevant item of business, you'll be connected to the call. If you have any issues using the system, please return to the Lumi platform. Please note that while you can submit questions from now on, we'll only address them at the relevant time. I'll now explain how to vote in today's resolutions. The voting will be conducted by way of a poll in real-time online via the Lumi platform on the business issues for today. In order to provide you with enough time to vote, I will open up the voting window very shortly. At that time, you'll be eligible to vote. A new voting tab will appear. To vote, you select the tab to bring up the resolutions and present the voting options. Select one of the options to cast your vote, and there is no need to hit a submit button or enter button as the vote is automatically recorded. However, you can change your vote until the time that I declare that the voting is closed. I'll now declare the voting open, and the tab should appear very soon. I'll give you some warning before closing the voting. The meeting will proceed as follows. Maxine and I will give a report on the financial year 21, as well as the recent sale of the ICT retail business to Telstra and the subsequent impact and next steps for Vita Group. We'll then consider the financial statements and reports and move to the resolutions as set out in the notice of meeting. On the 26th of November and the 12th of November, we set out that all resolutions set out in the notice of meeting, except for resolution two, which was to do with my re-election, and resolution six, which was to do with constitutional amendments, will be put up for today's votes, and we'll talk a little bit more about those two exclusions as we go forward. Resolution one will be the adoption of the remuneration report. Resolution three is the election of Maxine Horne as a non-executive director. Resolution four is the approval of the Vita Group Loan Funded Share Plan. Resolution five is the approval of grant of shares to Mr. Peter Connors under the loan funded share plan. Resolution seven is the reinsertion of proportional takeover approval provisions. The board has withdrawn Resolution two, which was about my re-election, as it was conditional on the outcome of the extraordinary general meeting that we had, and as this has now been completed, that resolution is no longer required. The board's also withdrawn Resolution six, and this dealt with amendments to the constitution. One of the amendments related to providing the company with more flexibility with holding hybrid or virtual general meetings. While these new rules do not require the company to hold meetings in that way, the board had become aware of reservations expressed by the use of the virtual meetings by some of the listed companies. We determined to withdraw that Resolution six. We'll reconsider this in the future. We will invite questions and comments in each area. Prior to each resolution, I'll advise the meeting of the proxy votes that have been cast for and against the resolution, and then we'll close the meeting. I take it that you've all read the Chairman and CEO's report in the annual report. Let's start with a recap of the financial year. It's fair to say that it was a rather challenging year for Vita, with the continued impact of COVID-19, particularly on our ICT channel. While group revenues declined by 18% to AUD 633.5 million, the team successfully maintained profitability. Earnings before interest and tax, so EBIT, increased 8% to AUD 40.3 million. While earnings before interest, tax, depreciation, and amortization, which is EBITDA, including JobKeeper and non-recurring items, increased 1% to AUD 50.3 million. The net profit after tax increased 17% to AUD 26.3 million. Our growth business, Artisan, also suffered some impacts from COVID-19 during FY 2021. It delivered revenues of AUD 28.4 million and an operational EBITDA, including JobKeeper subsidy and non-recurring expenses, but excluding full corporate overhead allocation of AUD 1.4 million. Our ICT business experienced ongoing challenges, leading to a decline in revenues of 20% to AUD 604 million. This is a result of ongoing impacts of local lockdowns and an overall reduction in foot traffic as people were in lockdown, social distancing requirements in-store interactions, where we could only use half the terminals, changes in consumer spending habits, as well as increase in service-related transactions. Despite these impacts, the team continued to focus on consulting and adding value in every customer interaction. We were supported by tight cost control and the receipt of AUD 13.5 million from the federal government's JobKeeper subsidy, which helped partially offset the decline in revenue and earnings. Vita's Sprout accessory business was also impacted by the lower hardware volumes. However, it continued to make great strides in product innovation and sustainability, attaining two best practice ISO certificates. During the period, we diversified Vita's business ICT division in order to redirect our focus towards growing our Artisan brand and supporting our 104 Telstra retail stores. Operational EBITDA, which excludes the impact of AASB 16 and full corporate overheads, but includes the JobKeeper subsidy and non-recurring gain on the sale of the enterprise business and some TSAs, was AUD 71 million, down 16% on the period. The group's balance sheet at the end of the period was strong and flexible, with no debt, no net debt, providing the group with significant capital allocation flexibility. Thanks to the group's prudent and balance sheet approach to capital management, the team were able to pay out a fully franked dividend throughout the year of AUD 13.2 million or eight cents a share. Now before I hand over to Maxine, the board and I would like to offer our sincere thanks and appreciation to Maxine and her team for delivering through a particularly challenging year. Their proactive, thorough, and professional response to COVID-19 is to be commended, and it's just one example of the skill set of this team. With that, I'll hand you over to Maxine to provide you with a brief update of these two key channels through FY 2021. Thanks, Dick, and good morning, everyone. As many of you will be aware, on the 24th of September, 2021, Vita announced it had entered into a share sale agreement for the sale of Vita's ICT business to Telstra. With Telstra providing Vita with cash consideration of AUD 110 million, subject to a net working capital and net debt adjustment mechanism. On the 10th of November, 2021, Vita Group shareholders voted to approve the proposed transaction. As we announced to the market, Vita Group completed the transaction with Telstra on the 12th of November, 2021. There are post-completion activities ongoing, which include final adjustments, finalization of certain exit costs, and their transition services arrangement. Eligible Vita shareholders will receive AUD 0.39 per share as part of the first tranche of the special dividend, which is scheduled for payment today, 26th of November 2021 to shareholders on record as at the 19th of November 2021. The board currently expects to pay the final tranche of approximately AUD 0.03-AUD 0.06 per Vita share in the second half of FY 2022, once exit costs are finalized and post-completion adjustments are completed. The remaining proceeds from the transaction, net of costs of AUD 35 million, will, after both tranches of the special dividends are paid, be retained as working capital to fund the further growth of the Artisan business. As well as being in the best interest of shareholders, we're very pleased to be able to make this transaction work in a way that supported our team members' future employment, with the majority of team members either transferring to Telstra or remaining with the Vita Group. I sincerely thank the team for everything that they have done to complete this transaction. Now moving to slide 10. I would like to provide you with a trading update for us for the, our Artisan business. In the first half of FY 2022, COVID-19 continued to impact our Artisan channel, with revenues impacted from July through to mid-October due to the long-term lockdowns that were in place across New South Wales, Victoria and the ACT. In addition to this, we have experienced higher than expected staff attrition in Queensland. The team worked to partially offset this loss of revenue by prudently managing the cost base for the duration of these lockdown periods. Pleasingly, once restrictions lifted in mid-October, we received many inquiries within our Artisan clinic network as clients seek to book appointments before the end of the year. Vita Group has separately issued guidance for the first half of FY 2022 for our continuing operations of Artisan. We expect Artisan to deliver revenues from its Artisan business in the range of AUD 12.5 million-AUD 12.9 million, a decrease of 15%-17% on the prior year. As mentioned earlier, this decrease is as a result of state-based COVID-19 lockdowns in New South Wales, Victoria and ACT, causing the closure of many of Artisan's clinics between July and mid-October 2021. In addition, we did experience slightly higher than normal staff attrition in Queensland. As a result, we anticipate operational EBIT, EBITDA pre AASB 16 before the allocation of corporate overhead to be in the range of AUD 1 million-AUD 1.4 million. We are finalizing the allocation of corporate overhead following the completion of the sale of our retail ICT and Sprout businesses to Telstra. After a long period of negotiation with Telstra and completion of the ICT sale transaction, Artisan is now Vita's primary business and growth opportunity. In half two, while future economic conditions remain uncertain and in what is a traditional lower half from a seasonality perspective, with a typical 55%-45% split, the Vita Group management team will now focus on executing Artisan's organic growth programs, attracting, developing, and retaining clinical talent, which is key to Artisan's future success. Maximizing and leveraging our corporate support capabilities while driving efficiencies in operations. Looking to the future on slide 11, under the guidance of Vita's new CEO, Pete Connors, the team will continue to develop Artisan's position as a premium brand in the aesthetics category. Focus on organically growing Artisan by investing in the state-of-the-art tech skin technology, which will allow us to provide a holistic approach to skin treatments through several different modalities. Developing and enhancing client experiences and loyalty programs. Drawing on the business insights from Vita's advanced business intelligence capabilities. Building out its clinical education and training ecosystem. Developing its proprietary cosmedcloud clinic management software. Investing in operational standards, client and team safety through evolving systems, processes, governance and risk frameworks. Of course, we will look to optimize Artisan's clinic portfolio, including targeted acquisitions. Having said all of the above, everything we do in Artisan is aimed at attracting, developing, and retaining clinical talent who will provide exceptional clinical outcomes and achieve our brand promise, which is to master the artistry of you. In summary, Artisan now has a skilled team in place with a strong and flexible balance sheet, enabling the execution of Vita Group's growth strategy. I would like to finish off by saying a few thank you. Firstly, to our partners and suppliers, whose collaboration and support has been very welcomed and appreciated. To our shareholders for standing by the business during what has been another very challenging year. To the Vita board, in particular those members, Neil Osborne and our chair, Dick Simpson, who will leave the board at the end of this meeting today. Thank you both for your invaluable experience, your advice and your guidance that you have shared with many of us over the years. Lastly, a huge thanks to our exceptional team of Vita peeps who have really given their all this year. With that, I shall hand back to Dick. Thank you, Maxine. Ladies and gentlemen, I now move to the first item of business to receive the financial statements and reports of the directors and the auditor for the financial year ended June 30 2021. These are in the annual report and can be accessed online. There is no requirement for a vote of members to be taken at this time. I would now invite you to ask any questions or make any comments you may have concerning the financial statements and reports. To pose a question, please go onto the speech bubble icon. This will open a new screen and then you'll be prompted through. We'll just pause there while we see if there's any questions. George, if you could let us know if there are any, that would be great. No questions at this time, Dick. Okay. Well, we'll proceed to the resolutions. Now, the first resolution is the adoption of the remuneration report. This resolution is advisory and does not bind the directors of the company. I would note that we benchmark the CEO and senior leadership roles against similar companies. We look at revenues, number of employees, complexity, geographic spread in this evaluation. We believe their packages reflect their contribution fairly. It is the board's view that we should consider the issue of total remuneration for executives as separate from their ownership of shares. Please note that the voting exclusion statement applies to this resolution. I now invite you to ask any questions or make any comments you may have concerning this resolution. No questions on the remuneration report, Dick. All right. As you can see, the details of the proxy votes received are on the slide. Thank you. We now move to the next item of business, which is resolution three, which is the election of Maxine Horne as a Non-Executive Director. Maxine has been the founder of the Vita Group and led the team for 26 years from a small business at a single store to a nationally publicly listed company. There's more than 35 years' experience in business, including strategy development, execution, leadership, operations, sales, customer service, marketing, and product development. She's been an Executive Director of the company since its listing. The board has reviewed the skill mix of skills that we want on the board, and Maxine has acknowledged to the board that she has sufficient time available to carry out the duties of a director of Vita Group. The board, excluding Ms. Horne, recommends her for election. I now invite you to ask any questions or make any comments you may have concerning this resolution. Any questions or comments coming through, George? No questions on that resolution, Dick. Okay. As you can see, the details of the proxies received are provided on the slide. As, I think I mentioned previously, I intend to vote all open proxies, that have been, delegated to me as the, as the authority of the chair in favor of this item. Okay. We'll put the motion to a poll, and we'll now move on to the next item of business. The next one is resolution four, which is the approval of the Vita Group Loan Funded Share Plan. Given the company's shift in business strategy, the board is looking to implement a new long-term incentive plan that drives growth and performance while delivering value to shareholders. The proposed plan seeks to reward and incentivize executives through an arrangement where employees are provided with limited recourse loan for the sole purpose of acquiring fully paid ordinary shares in the company. The plan facilitates immediate share ownership, with shares offered under the plan at market value, such that the incentive is linked to the increase in value over and above the acquisition price, and so aligns participating executives to the risks and rewards of a shareholder. Terms of the plan are summarized in the notice of meeting. Shareholder approval is being sought for the purpose of all applicable requirements under the Corporations Act and the ASX Listing Rules. This covers specifically Rule 7.2. To the extent that the shares issued under the plan in three-year period following shareholder approval, these shares will not count towards the 15% limit under the ASX Listing Rule 7.1. Please note that voting exclusion statements applies to this resolution. I now invite you to ask any questions or make any comments you may have concerning this resolution. Anything coming in, George? No questions on resolution four, Dick. All right. As you can see, the details of the proxies received are provided on the slide. I intend to vote all open proxies that I have authority to vote as chair of this meeting in favor of this item. The board, other than Mr. Connors, who declines to make a recommendation based on his interest in this, recommends that shareholders vote in favor of resolution four. Putting that to the poll, and as you can see, well, it's been approved. Thank you. Let's now move to the next resolution 5, which is the approval of a grant of shares to Mr. Peter Connors under the Vita Group Loan Funded Share Plan. We announced to the ASX on 12 November, and we've discussed today a little bit, the completion of the transaction with Telstra means that changes have been made within Vita to reflect the size and operations of the company moving forward, including the appointment of Peter Connors as CEO. The company proposes to grant 6.624,178 loan-funded shares to Mr. Connors as a long-term incentive plan under the new loan funded share plan, which was discussed in relation to the resolution. The shareholder approval is being sought for the purposes of all applicable requirements under the Corporations Act and ASX Listing Rules. Approval is also being sought under Section 200E of the Corporations Act in relation to the proposed treatment of loan-funded shares in the event of a change of control of the company in the future, because in that circumstance, vesting of some or all of Mr. Connors' loan-funded shares may be accelerated. Please note that a voting exclusion statement applies to this resolution as well. I now invite you to ask any questions or make any comments you have regarding this resolution. Anything coming in, George? No questions on resolution five, Dick. Okay. As you can see, the details of the proxies received are provided on the slide. Again, I intend to vote all open proxies in favor of this item. Again, Mr. Connors has not made any vote on this particular issue. If we put that motion to the poll, we now see that it will be clear. Moving to resolution seven. Resolution seven is the reinsertion of proportional takeover approval provisions. Now, Clause 25 of the company's constitution contains provisions which deal with proportional takeover bids for shares in the company. A proportional takeover bid is an off-market offer to buy only a specified portion of each shareholder's shares in the bid class. Clause 25 requires that such a bid be considered and approved by shareholders before any shares can be acquired by the bidder. Under the Corporations Act, the proportional takeover provisions must be renewed every three years, or they will cease to have the effect. The provisions were last renewed by shareholders at the October 27 2010 AGM, and expired on October 27 2013. The board considers that it's in the best interest of the company to include the proportional takeover provisions in the constitution for the reasons outlined in the notice of meeting. I'll now invite you to ask any questions or make any comments you may have concerning this resolution. Anything coming through, George? No questions on the resolution. There's just one general question if you wanted to deal with that, Dick, or deal with that after you. I'll deal with that in just a minute. Yeah. Okay. You can see that the proxy votes are being counted on the slide. As it must be passed by at least 75% of the votes, this does seem to carry it forward. The motion is carried. Now, let me deal with if there are any questions, George. One general question, Dick, from a member of Staff Super Fund, which asks for the current number of Artisan clinics and what growth targets have been set for the next five years. For example, 10 new clinics a year. Is there a long-term target number? Okay. Well, I think either Pete or Maxine are best to handle that. Yes. I might introduce Peter Connors, the new CEO of Vita Group, to answer that question. Thanks, Maxine. Thank you for the question. As Dick pointed out, I'm obviously new into this new role and therefore still working with the team to finalize, you know, get my head around the business and finalize exactly the strategy moving forward. We currently have 20 clinics, but what I can say is our number one priority is to drive organic growth. As Maxine said, we will look to do selected acquisitions in the future. As we start to analyze our clients and their preparedness to travel, we're seeing that they will travel up to 30-60 minutes to see clinicians. Our portfolio planning is likely to evolve where we may have fewer larger clinics, which will allow us to obviously, you know, work on our fixed asset base, minimize our capital investment, and mitigate any key person risks. Initially, though, you will see us optimize our portfolio in the short term, which may even see us merge a few clinics, and a potential slight reduction in clinics in the short term. Thereafter, I think we will add a new clinic in FY 2022, and in the subsequent years, I would expect to see two to four new clinics added to the portfolio. Okay. Thank you, Pete. George, are there any more general questions? No further questions, Dick. Okay. Well, in a couple of minutes I'll. Well, we should probably close the voting system, ensure that you've cast your vote. I'll just wait a minute to make sure that everybody has had a chance to cast their votes. We'll wait just a little bit for that, just to make sure everybody's comfortable with that. Okay. The voting is now closed. The results of the voting will be released to the stock exchange later today. That brings this AGM for 2021 to a close. Before I end, as it's my final AGM as the Chair, I'd like to publicly extend a few thank you of my own. Firstly, to my board colleagues, it's been my pleasure to be involved with such a talented and cohesive board. My thanks for your many active contributions. Like myself, Neil Osborne will not be continuing on the Vita board. Thank you, Neil, for your many years as a director and chair of the audit committee. You've steered us through several key times of expansion as well as reporting changes without any hiccups. To the Vita team, you've been truly amazing. Your spirit and can-do attitude is an inspiration to everyone. You represent the very best of commitment to customers. Finally, to Maxine. Well, what do you say to someone who's led the company from one store to a public success over the last 26 years, other than, "Wow. Well done." Maxine, your passion, tenacity, and commitment have been a strong driving force behind this story. Fortunately, you did what few entrepreneurs do, and you put in place a skilled team around you and delegated the running of the operations to them. As a result, the transition over to Peter Connors will be seamless. I look forward to seeing Vita Group continue to grow from these new beginnings under the stewardship of Vita's new chairman, Paul Mirabelle, and the new CEO, Pete Connors. Ladies and gentlemen, I thank you for your attendance and participation. Vita Group's next AGM is planned in October next year, and I hope that we'll see you in person then. Thank you very much.
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