Bell Financial Group Limited · ASX:BFG
Bell Financial — Shareholder Meeting (August 2009)
17 slides from Bell Financial's shareholder meeting presentation, Aug 12, 2009
Slide 1: Cover letter to ASX for General Meeting materials
12 August 2009 For personal use only ASX Limited Paul Vine Company Announcements Office Company Secretary 20 Bridge Street Sydney NSW 2000 Phone: 03 9235 1961 Fax: 03 9235 1850 Dear Sir or Madam Bell Financial Group Ltd – General Meeting Please find attached the presentation materials that will be a
Slide 2: General Meeting
General Meeting For personal use only Alastair Provan Managing Director 12 August 09 1
Slide 3: Agenda
Agenda For personal use only Welcome Board of Directors Amendments to the Transaction Resolutions 2
Slide 4: Transaction Overview
Transaction Overview For personal use only Acquisition of 100% of issued capital of Southern Cross Equities Ltd (SCE) Total original acquisition price of $145,800,000 – 50% cash, 50% BFG scrip – Payable in 4 instalments over 3 years, subject to performance benchmarks 3
Slide 5: Original Instalment Payment Schedule
Original Instalment Payment Schedule For personal use only Cash Component – First instalment of $18,225,000 paid on Completion – Three potential payments of up to $18,225,000 on each Completion anniversary in 2009, 2010 and 2011 respectively Scrip Component – Shares issued on Completion at $1.25
Slide 6: Amendments to the Transaction
Amendments to the Transaction For personal use only Front office employee costs originally capped at 40% of SCE gross revenue Front office employee costs cap increased to 50% of SCE gross revenue Reduced cash and scrip consideration – $145,800,000 to $114,800,000 – original revenue numbers and
Slide 7: Amended Payment Schedule
Amended Payment Schedule For personal use only Cash Component – Maximum potential instalments of $13,058,333 (reduced from $18,225,000) on the anniversary of Completion in 2009, 2010 and 2011 respectively Scrip Component – Reduction of number of shares issued at $1.25 per BFG share: • 10,446,681
Slide 8: Rationale
Rationale For personal use only Successful acquisition Increased capacity to attract new staff Long-term benefit to BFG 7
Slide 9: Business of the Meeting - Consolidation of Shares
General Meeting For personal use only Business of the Meeting - Consolidation of Shares 8
Slide 10: Resolution - Consolidation of Class Shares
General Meeting For personal use only Resolution 1 - Consolidation of A, B and C Class Shares 9
Slide 11: Resolution - Proxies: Consolidation of Class Shares
Resolution 1 - Proxies For personal use only Consolidation of A, B and C Class Shares FOR: 125,998,867 AGAINST: 135,500 OPEN: 1,699,941 OPEN IN FAVOUR OF CHAIRMAN: 1,685,404 10
Slide 12: Resolution - Amendment to the Terms of the Class Shares
General Meeting For personal use only Resolution 2 - Amendment to the Terms of the A, B and C Class Shares 11
Slide 13: Resolution - Proxies: Amendment to the terms of the Class shares
Resolution 2 - Proxies For personal use only Amendment to the terms of the A, B and C Class shares FOR: 126,067,867 AGAINST: 52,500 OPEN: 1,699,941 OPEN IN FAVOUR OF CHAIRMAN: 1,685,404 12
Slide 14: For personal use only
For personal use only 13 ABN 59 083 194 763
Slide 15: Chairman's Address
BELL FINANCIAL GROUP LTD GENERAL MEETING, 12 AUGUST 2009 CHAIRMAN’S ADDRESS [Slide – Transaction Overview] For personal use only It is almost a year since we successfully completed the acquisition of Southern Cross Equities. I’m pleased to present today a positive change to the transaction for your
Slide 16: Chairman's Address (continued)
BFG and the Southern Cross vendors have agreed to vary that plan so that, subject to the passing of the special resolutions outlined in the notice of today’s meeting, from 1 July 2009 total front office staff costs will not exceed 50% of Southern Cross’s gross revenue. The arrangement will operate f
Slide 17: Chairman's Address (conclusion)
The proposed changes will provide Southern Cross with greater flexibility to hire and retain new high quality front office staff. For personal use only This initiative is designed to grow Southern Cross’s existing revenue base and as a result provide a direct benefit to all BFG shareholders. I now t
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