Aventus — Shareholder Meeting (January 2022)
35 slides from Aventus's shareholder meeting presentation, Jan 25, 2022
Slide 1: Chair's Address and Presentation ASX cover letter
25 January 2022 The Manager For personal use only Company Announcements Australian Securities Exchange Limited 20 Bridge Street Sydney, NSW 2000 General Meeting of Aventus Unitholders, General Meeting of Aventus Shareholders and Members’ Scheme Meeting – Chair’s Address and Presentation Aventus Capi
Slide 2: Chair's address – Bruce Carter
General Meeting of Aventus Unitholders, General Meeting of Aventus Shareholders and Members’ Scheme Meeting For personal use only Tuesday, 25 January 2022 – 10.00am (Sydney time) Chair’s address – Bruce Carter Good morning everyone and welcome to today’s meetings to consider the proposed merger with
Slide 3: Meeting purposes and Board introductions
The Members’ Scheme Meeting has been convened pursuant to an order of the Court made on 7 December 2021. For personal use only The purpose of the General Meeting of Aventus Shareholders is for the Aventus Securityholders, as holders of Aventus shares, to consider and vote on a resolution to approve
Slide 4: Procedural matters: questions and voting
You may submit questions at any time from now. Mary Weaver, Aventus’ Company Secretary, will pass questions to me to address as Chair of the For personal use only meetings. I will endeavour to answer your questions straight away. However, I may take a question on notice if necessary. We will address
Slide 5: Conduct of the meetings
Shortly I will say a few words about the proposed Merger. We will then move to the formal business of today’s meetings. I will invite discussion relevant to each For personal use only of the resolutions in the Notices of Meetings. The resolutions will be considered with an opportunity for Aventus Se
Slide 6: Merger consideration
Under the Merger each Aventus Security will be unstapled and exchanged for: • 2.20 HDN Units; and For personal use only • cash consideration of $0.285 or the HomeCo Scrip Consideration, being 0.038 HomeCo Shares per Aventus Security. Scheme Securityholders (other than Ineligible Foreign Securityhold
Slide 7: Independent Expert's Conclusion
Independent Expert’s Conclusion Aventus appointed Deloitte Corporate Finance as an Independent Expert to review the Merger and to For personal use only provide an opinion on whether the Merger is fair and reasonable to, and therefore in the best interests of Aventus Securityholders (other than Exclu
Slide 8: Implementation timetable
Implementation timetable If all of the resolutions are approved by the requisite majorities of Aventus securityholders at today’s For personal use only meetings and all other conditions precedent are satisfied (or waived, if applicable) (other than the condition relating to Court approval of the Mem
Slide 9: Close of meetings
Given that some Aventus Securityholders may require additional time to finalise their votes using the online platform, there will be a ten minute grace period at the conclusion of today’s meetings to allow securityholders to finalise their votes. For personal use only The results of today’s meetings
Slide 10: General Meetings and Members' Scheme Meeting
General Meeting of Aventus Unitholders, General Meeting of Aventus Shareholders For personal use only and Members’ Scheme Meeting 25 January 2022
Slide 11: Agenda
For personal use only Agenda 1. Chair Address 2. Formal Business 2
Slide 12: Chair Address
For personal use only Chair Address Bruce Carter 3
Slide 13: Benefits of the Merger
BENEFITS OF THE MERGER For personal use only The Aventus Boards believe the Merger will provide Scheme Securityholders with an enhanced investment proposition relative to Aventus on a stand-alone basis, including: Portfolio benefits • Increased portfolio scale and expertise • Improved growth opportu
Slide 14: Disadvantages of the Merger - Summary
DISADVANTAGES OF THE MERGER - SUMMARY For personal use only Disadvantages • Change in the nature of the investment of Scheme Securityholders • Change in portfolio sector exposure • Greater exposure to pure-play funds management business • Change from an internally managed to an externally managed RE
Slide 15: Formal Business
For personal use only Formal Business Mittagong, NSW 6
Slide 16: Procedural Matters
PROCEDURAL MATTERS For personal use only Before commencing the business of our meetings today I would like to outline the procedure for today’s meetings, including how to ask questions and vote. We are using the Link Market Services online platform for the meeting which enables Aventus Securityholde
Slide 17: Meetings adjourned; Aventus Company General Meeting
For personal use only The General Meeting of Aventus Unitholders and Member’s Scheme Meeting are now adjourned The Aventus Company General Meeting will now consider the Unstapling Resolution 8
Slide 18: Aventus Company Resolution - Unstapling Resolution
AVENTUS COMPANY For personal use only Resolution 1 - Unstapling Resolution The Unstapling Resolution for Aventus Company relates to the special resolution to approve the Unstapling of Aventus Shares from Aventus Units for the purposes of clause 16.5 of the Aventus Company Constitution. That, subject
Slide 19: Questions
QUESTIONS For personal use only Questions If you are attending as a securityholder, proxy, or authorised representative, you can submit questions using the online platform or by raising your hand at the in-person Meetings. 10
Slide 20: Aventus Shareholders meeting adjourned; Unitholders meeting reopened
For personal use only The General Meeting of Aventus Shareholders is now adjourned. The General Meeting of Aventus Unitholders is reopened and will consider the Aventus Trust resolutions. 11
Slide 21: Aventus Trust Resolution – Unstapling Resolution
AVENTUS TRUST For personal use only Resolution 1 – Unstapling Resolution (Aventus Trust) The Unstapling Resolution for Aventus Trust relates to a special resolution to approve the Unstapling of Aventus Units from Aventus Shares for the purposes of clause 20.5 of the Aventus Trust Constitution. That,
Slide 22: Aventus Trust Resolution – Trust Constitution Amendment
AVENTUS TRUST For personal use only Resolution 2 – Trust Constitution Amendment Resolution The Trust Constitution Amendment Resolution relates to a special resolution under section 601GC(1) of the Corporations Act to approve amendments to the Aventus Trust Constitution to enable Aventus Trustee to i
Slide 23: Aventus Trust Resolution – Trust Acquisition Resolution
AVENTUS TRUST For personal use only Resolution 3 – Trust Acquisition Resolution The Trust Acquisition Resolution relates to an ordinary resolution for the purposes of item 7 of section 611 of the Corporations Act to approve the acquisition by HDN Trustee of all the Aventus Units. That, subject to an
Slide 24: Questions
QUESTIONS For personal use only Questions If you are attending as a securityholder, proxy, or authorised representative, you can submit questions using the online platform or by raising your hand at the in-person Meetings. 15
Slide 25: Unitholders meeting adjourned; Members' Scheme Meeting reopened
For personal use only The General Meeting of Aventus Unitholders is adjourned. The Members’ Scheme Meeting is reopened and will consider the Members’ Scheme resolution. 16
Slide 26: Members Scheme Resolution
MEMBERS SCHEME RESOLUTION For personal use only Resolution 1 - The Members’ Scheme Resolution relates to a resolution under s411(a)(ii) of the Corporations Act, to approve the Members’ Scheme for the transfer of Aventus Shares to HomeCo. That, subject to and conditional on the Unstapling Resolutions
Slide 27: Questions
QUESTIONS For personal use only Questions If you are attending as a securityholder, proxy, or authorised representative, you can submit questions using the online platform or by raising your hand at the in-person Meetings. 18
Slide 28: Voting on Resolutions
VOTING ON RESOLUTIONS For personal use only The General Meeting of Aventus Securityholders and the General Meeting of Aventus Unitholders are each now reopened. The Members’ Scheme Meeting remains open. Voting on the resolutions will now commence. 19
Slide 29: Unstapling Resolution (Aventus Company)
Unstapling Resolution (Aventus Company) For personal use only RESOLUTION NUMBER FOR 358,761,723 OPEN 4,392,012 AGAINST 59,468,558 20
Slide 30: Unstapling Resolution (Aventus Trust)
Resolution 1 : Unstapling Resolution (Aventus Trust) For personal use only RESOLUTION NUMBER FOR 358,802,123 OPEN 4,345,160 AGAINST 59,468,710 21
Slide 31: Trust Constitution Amendment Resolution (Aventus Trust)
Resolution 2 – Trust Constitution Amendment Resolution (Aventus Trust) For personal use only RESOLUTION NUMBER FOR 358,802,123 OPEN 4,345,160 AGAINST 59,468,710 22
Slide 32: Trust Acquisition Resolution (Aventus Trust)
Resolution 3 – Trust Acquisition Resolution (Aventus Trust) For personal use only RESOLUTION NUMBER FOR 358,791,504 OPEN 4,347,360 AGAINST 59,468,710 23
Slide 33: Members' Scheme Resolution
Members’ Scheme Resolution For personal use only RESOLUTION 4 NUMBER NUMBER OF MEMBERS FOR 358,797,047 350 OPEN 4,346,669 96 AGAINST 59,464,010 52 24
Slide 34: Meetings closed – Contact us
Meetings closed For personal use only Contact us investor.relations@aventusgroup.com.au aventusgroup.com.au 25
Slide 35: Disclaimer
Disclaimer For personal use only This presentation has been prepared on behalf of the Aventus This document contains certain forward-looking statements along Group (comprising Aventus Holdings Limited ACN 627 640 180 with certain forecast financial information. The words “anticipate”, (AHL) and Aven