Good morning, everyone. My name is Patrick Brockie. I'm an independent director of NZ Windfarms. It's my pleasure to welcome you to today's special meeting, including those that are joining us online. Before I hand over to our Chairman, Craig Stobo, who is joining this meeting online, I'll make some introductions and cover a few housekeeping matters. As well as Craig, I'm joined today by my fellow director, Christine Spring, who is also joining the meeting online. Philip Cory-Wright, fellow director, is currently travelling overseas and is unfortunately unable to join us this morning. Our Chief Executive, David Prentice, and our General Manager of Operations and Development, Adam Radich, are in attendance with me in Auckland, while Lisa Shaw from Naylor Lawrence and Associates is also online. Naylor Lawrence and Associates have provided accounting and contracted CFO services to NZ Windfarms for a number of years. We also have representatives from our financial advisors. Actually, Mafic Partners will be represented by Tim Walker, who's running a little bit late, but he will be here. Our lawyers, Wynn Williams, are here also. Finally, we are joined by members of the MUFG Pension & Market Services, our share registrar and host of today's meeting. Before we start, for those attending the meeting in person, if there is an emergency, please follow the directions of the MUFG team. Should you require assistance, please raise your hand. Bathrooms can be found on the right. I've been there this morning. When exiting this room, then follow the signs. The exits are past the reception desk in the foyer and then to your right after reception. Later in the meeting, we will have time for questions and shareholder discussion. For those present here in Auckland, if you wish to ask a question, please wait for the microphone to be handed to you. You will need to speak directly into the microphone to ensure that those online can hear you. If you have not yet voted, members of the MUFG team will collect your completed voting form later in the meeting. If you have not received a voting form or if you have any questions about how to complete your voting form, please see one of the MUFG team. For those shareholders who have joined the meeting online, you're able to ask questions and submit your votes online through MUFG's virtual meeting platform. I can say that online voting on the scheme is now open. For shareholders or appointed proxies who are online, you can submit your vote at any time before voting closes. This will occur just prior to the end of the meeting. If you have any issues with voting or submitting your questions, please refer to the virtual meeting guide or call MUFG's help number on your screen. I will now hand over to Craig, assuming the technology's all working, to commence the formal part of or the formal business of today's special meeting. Thank you, Pat. Thank you very much, Pat. Good morning, everyone. I'm Craig Stobo, Chairman of NZ Windfarms. Thank you all for attending today's meeting. The sole purpose of this special meeting is for shareholders to consider and vote on the scheme of arrangement with Meridian Energy Limited. Shortly, I'll briefly speak to the background and key details of the scheme, as well as the Board's recommendation that shareholders vote in favor of the scheme. We'll also provide an update on the postal and proxy votes already received on the scheme resolution. More detailed information on the scheme is set out in the scheme booklet. The scheme booklet also contains a notice of this special meeting and the independent advisors' report prepared by Calibre Partners. Copies of the scheme booklet have been circulated directly to shareholders and have also been available on NZX and our website. I will take these documents as read. I'm advised that the meeting is quorate and it's been properly constituted, and on that basis, I declare this special meeting formally open. As you'll be aware, Meridian is the largest shareholder of NZ Windfarms. Around the same time as becoming our largest shareholder, Meridian also became our joint venture partner in the Te Rere Hau Wind Farm repowering project. As part of our commitment to the Te Rere Hau joint venture, NZ Windfarms is required to contribute significant capital to the project. NZ Windfarms is not in a position to fund this equity commitment alone. As a result, the board, with the assistance of our advisor Mafic, canvassed a diverse pool of both domestic and international investors that could partner with NZ Windfarms and provide the additional investment required. Independently of that process, while we're in discussion with potential third-party investors, Meridian made an unsolicited offer to acquire all of the shares in NZ Windfarms that it did not already own. While the board did not consider that Meridian's initial offer was in the best interest of either our shareholders or NZ Windfarms, this assessment changed when Meridian subsequently increased its offer price and also offered to underwrite our equity commitment to the Te Rere Hau joint venture should the scheme not proceed. Having carefully considered the other funding options then available to NZ Windfarms, the board concluded that the underwriting offer made by Meridian reduced the risk to NZ Windfarms' shareholders while also preserving an opportunity for our shareholders to realize significant value for their shares. This value was supported by the assessment made by Calibre Partners and its independent advisors' report. The price offered by Meridian is NZD 0.25 per share. By comparison, Calibre Partners has determined that the value of NZ Windfarms' shares is between NZD 0.19-NZD 0.229 per share. If the scheme is approved by shareholders today, then subject to the satisfaction of the other conditions to the scheme, each shareholder will be paid that share price following transfer of their shares to Meridian. In addition to shareholder approval, the scheme remains subject to final orders being granted by the High Court. Assuming that shareholders approve the scheme, the final court hearing is scheduled for 10:00 A.M. on the 16th of July, 2025. Secondly, Meridian not having received any notice from the Commerce Commission to the effect that the Commerce Commission intends to take or has taken steps to prevent or delay the scheme, as of this morning, I'm advised that Meridian has not received any such notice. Certain other customary conditions, including that no material adverse changes or prescribed occurrence has occurred prior to the implementation date for the scheme. Again, as of this morning, we're not aware of any reason that these conditions would not be satisfied. The NZ Windfarms Board is supportive of the scheme and unanimously recommends that shareholders vote in favor of the scheme. The reasons for our recommendation are set out in detail in the scheme booklet and are summarized on your screen. Importantly, and as already mentioned, Calibre Partners has assessed the value of NZ Windfarms' shares to be within a range of NZD 0.19 - NZD 0. 229 per share. The scheme share price of NZD 0.25 per share that has been offered by Meridian is well above Calibre Partners' assessed valuation range. The share price is also well above the trading price for shares on the NZX immediately before the scheme was announced, which was just above NZD 0.12. It's also higher than the highest trading price for the shares in the six months prior to the announcement of the scheme, which was 14.2 cents per share. If the scheme does not proceed, the board expects that the trading price for NZ Windfarms' shares will fall below the current trading price and certainly below NZD 0.25 per share. This is also the expectation of Calibre Partners, as noted in their report. Meridian's offer reflects the outstanding combined efforts of our management and development teams and the board today. However, if the scheme does not proceed, NZ Windfarms will continue to be exposed to current and ongoing risks and costs associated with the Te Rere Hau Wind Farm repowering project and our other development projects. By contrast, we strongly believe the value and certainty offered to shareholders by the scheme provides a materially better outcome for shareholders than retaining your NZ Windfarms shares. As mentioned, assuming that the scheme is approved by shareholders, the final hearing of the High Court will be held at 10:00 A.M. on the 16th of July. While the indicative timetable set out in the scheme booklet assumes that we will receive the court-sealed final orders two business days after the date of the hearing, it is possible that we will receive the final orders on the same day the hearing is held. If that is the case, assuming that all the other conditions are met or waived, trading in NZ Windfarms' shares on NZX will be suspended from the close of trading on the 18th of July. The record date for determining shareholders who are entitled to participate in the scheme and receive consideration from Meridian will likely be the 23rd of July, i.e., five business days after we receive the court-sealed orders. For these purposes, please could all shareholders ensure that the correct bank details have been provided to MUFG to enable them to pay you. The implementation date for the scheme will be five business days after the record date, expected to be the 30th of July, 2025. At this point, whether or not you voted or voted for or against the scheme, all shares in NZ Windfarms will be automatically transferred to Meridian, and eligible shareholders will be paid on that date. Finally, NZ Windfarms' shares will cease trading, and NZ Windfarms will be delisted from the NZX. The suspension and delisting of NZ Windfarms' shares are subject to certain requirements of and approval by the NZX. If we receive the High Court-sealed final orders on any day after the date of the final court hearing, the record date for participation in the scheme and the implementation date will also change. In any event, the final timetable will be announced via the NZX once it is known. If the scheme is not approved by shareholders or any of the other conditions are not satisfied or waived, then shareholders will retain their shares in NZ Windfarms. NZ Windfarms will remain listed on the NZX, and shareholders will continue to be able to trade their shares. As mentioned, it is likely that NZ Windfarms' share price will fall in the near term. Perhaps most significantly, NZ Windfarms will need to quickly identify and secure funding for our equity commitment to the Te Rere Hau Wind Farm repowering project. In this scenario, the NZ Windfarms Board would need to evaluate available funding sources, if any, against Meridian's offer to underwrite our equity commitment. As a reminder, if the Board resolved to exercise Meridian's underwriting offer, NZ Windfarms would also be required to transfer 50% of its interest in Te Rere Hau to Meridian. The sole purpose of this special meeting is for shareholders to consider and vote on the resolution required to approve the scheme. The wording of the resolution is as shown on screen and on your voting card. The scheme booklet referred to in the resolution is a scheme booklet dated 19th of May, 2025. For the scheme to be approved by shareholders, it is necessary for two voting thresholds to be met. The first of these is that 75% or more of the votes of shareholders in each interest class who are entitled to vote and who actually vote must be voted in favor of the resolution. For these purposes, there are two interest classes. The first interest class comprises only Meridian, with all other shareholders comprising the second interest class. As the offerer under the scheme, Meridian has committed to voting all of its shares in favor of the scheme. The second threshold is that more than 50% of the total number of votes attached to all NZ Windfarms' shares must be voted in favor of the resolution. For the purposes of the scheme, in accordance with NZ Windfarms Constitution, the board has permitted shareholders to vote on the scheme by postal vote, in addition to voting by proxy or during the meeting. Shareholders have therefore been able to vote on the scheme or appoint a proxy to vote on their behalf since the 21st of May, 2025, when the scheme booklet was distributed to shareholders. MUFG has advised that as of 23rd June 2025, yesterday, postal votes and proxies have been received in respect of 239,784,962 shares, being approximately 66% of all NZ Windfarms' shares on issue. As you will see on screen, votes received today have been overwhelmingly in favor of the scheme. Importantly, 100% of the shares in the first interest class, being those held by Meridian, have been voted in favor of the scheme. For the second interest class, being all shareholders other than Meridian, 96.03% of shares voted on the scheme are in favor. Finally, 64.07% of all NZ Windfarms' shares have been voted in favor of the scheme. On this basis, and absent a material change occurring as a result of voting during this meeting, the scheme will be approved by shareholders. As set out in the scheme booklet, any discretionary proxy that had been granted to either me as Chair or to any other NZ Windfarms director will also be voted in favor of the scheme. Before formally moving to the resolution and voting, we will now provide shareholders with an opportunity to ask any questions. For those online, click on the Ask a Question box on your screen. Questions will be moderated, and questions of a similar nature or theme will be aggregated and answered together for ease of administration. Those attending in person can simply raise their hand to ask a question, and one of the MUFG team will find you with a roving microphone. As mentioned earlier, please make sure to speak into the microphone so those online can hear the question. We'll now take questions from the floor first before reviewing questions received from the online question portal. Are there any questions from the floor, please? If there are no questions from the floor, I do want to read out, or I'll ask if there are any online questions next. Are there any online questions? No questions online, great. I would like to read out a, there being no questions from the floor or online, I'd like to read out an email that was sent by our second largest shareholder, Robert Stone, who asked me to convey this to the assembled guests, shareholders. He is unable to attend but wanted this to be read out if the scheme was approved. My apologies for being unable to attend the meeting in person. I've been a shareholder of NZ Windfarms since 2009. It has been a rocky road at times, but always an interesting one. When I first heard of the Meridian offer, I thought it was reasonable and pledged my support for it. It has taken some time to get to this SSM, this special shareholder meeting, which allows shareholders to vote on the scheme. It could only have happened with the commitment of the Meridian and NZ Windfarms boards, their employees, and the investment bankers and lawyers involved. Thank you to everyone who took part in seeing it through to this conclusion. In advocating for the offer, the NZ Windfarms chair and board deserve credit for acting in the best interests of the shareholders, knowing that they will lose their positions with the company. This is their duty as directors of a listed company, but I know from long experience it does not always work out that way. Some shareholders may not be in favor of the result, but I trust this outcome is in the best interests of NZ Windfarms shareholders compared to the alternative of the scheme if the scheme had failed. I also believe it is in New Zealand's best interest that Meridian is taking sole ownership of the project. There is no uncertainty now as to how the repowering will be financed and developed. Thank you, Robert Stone. There being no further questions, I now invite you to vote on the scheme if you have not already done so. As a reminder, the resolution before the meeting is that the scheme, the terms of which are described in the scheme booklet, is approved. Only those shareholders who are recorded on the share register at 5:00 P.M. on the 22nd of June, 2025, are eligible to vote on the scheme resolution. For shareholders or appointed proxies who are voting online through the virtual meeting platform, please cast your vote by clicking on the Get a Voting Card button on your screen. You'll need to enter your shareholder number or proxy number on the space provided. Once you have your voting card, please indicate how you wish to vote on the resolution by clicking either the For, Against, or Abstain voting buttons and make sure you submit your vote before voting closes. For shareholders or proxies present in the room today, please complete the voting card given to you when you registered your attendance at the meeting today. If you do not have a voting card, please raise your hand and a member of MUFG will assist you. As our share registrar, MUFG will be responsible for counting all the votes cast on the scheme resolution. A separate and independent MUFG team will then scrutinize the count. The full results of the scheme resolution will be released via the NZX on the completion of verification of voting. With the formal proceedings of the meeting now complete, voting on the scheme resolution will close in five minutes. I will now hand over to Pat to continue and to close out the meeting. Thank you to our shareholders. Over to you, Pat. Craig, could we just interrupt? There have been two questions come through online. Sure, absolutely. Apologies. Both questions from Anne Baxter. The first one is, where is FID at? And the second one being, what happens to NZ Windfarms employees? FID, as at today, is still not completely certain. That will now be subject to Meridian working through the project economics. It will no longer be a NZ Windfarms decision, obviously. In regard to employees, yes, there has been a transfer of staff from NZ Windfarms to Meridian, with the exception of our highly performing CEO, David, who, like the directors, will not be employed or will not be employed either director or CEO of the company once the shares are transferred to Meridian. Thanks, Craig. No further questions. Thank you. Pat, I'll hand over to you to close out the meeting, please. Thank you, Craig. And delighted the technology is working. You can't always take that for granted. Thank you, everyone, for coming this morning and for attending our meeting. MUFG will now move through the room to collect any remaining voting cards. Just in time, Tim. Thank you. I think that's all voting cards collected, if I'm not mistaken. Thank you, everyone. Finally, on behalf of the NZ Windfarms Board and wider team, I would like to thank you for your support of NZ Windfarms for some of you over a long period of time and for your attendance at today's meeting. That concludes our meeting. There will be morning tea just out there at about 9:30 A.M., five minutes. If you're able to stay and have a cup of tea and a scone with us, that'd be great. Thank you. Thank you again.
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