Helloworld Travel Ltd · ASX:HLO
Helloworld Travel — Shareholder Meeting (July 2023)
25 slides from Helloworld Travel's shareholder meeting presentation, Jul 26, 2023
Slide 1: General Meeting of Shareholders announcement cover letter
26 July 2023 The Manager Markets Announcement Office ASX Limited Level 4, 20 Bridge Street For personal use only SYDNEY NSW 2000 HELLOWORLD TRAVEL LIMITED (HLO) – 26 JULY 2023 – GENERAL MEETING OF SHAREHOLDERS Please find attached a copy of the CEO’s address and slide presentation for today’s Genera
Slide 2: Chairman's Address
Chairman’s Address Melbourne, 26 July 2023 Good morning everyone, my name is Garry Hounsell and I am the Chairman of the Board of Helloworld Travel Limited and I will act as Chair of this meeting. For personal use only On behalf of the Board, I welcome our shareholders who have made time to attend t
Slide 3: Chairman's Address: consideration and recommendation
The Helloworld Directors believe that the Proposed Transaction represents a compelling value proposition for Helloworld and its shareholders and recommend you VOTE IN FAVOUR of the ETG Resolution in the absence of a Superior Proposal. The consideration for the Proposed Transaction will be $70 millio
Slide 4: Chairman's Address: synergies and reasons to vote against
• The Proposed Transaction enables strong synergies through the use of Helloworld’s Smart Tickets solutions, enabling the ETG agent networks to engage with the best in market solutions while continuing to work with the ETG team; and • The two-tranche payment and escrow agreement for the consideratio
Slide 5: CEO's Address
CEO’s Address Melbourne, 26 July 2023 Thank you for joining us this morning and for your continued support of Helloworld Travel Limited. For personal use only The proposed acquisition of Express Travel Group represents a strong strategic opportunity for Helloworld shareholders and is expected to be
Slide 6: General Meeting July Virtual Meeting
For personal use only GENERAL MEETING 2 6 J U LY • V I RT UA L M E E T I N G He l l o wo r l d Trave l Li m i te d G eneral Meet ing • 2 6 July 2 0 2 3
Slide 7: Disclaimer
2 Disclaimer For personal use only The information contained in these materials or discussed is not intended to be an offer for subscription. No representation or warranty, express or implied, is made as to the fairness, accuracy, completeness or correctness of the information, opinions and conclusi
Slide 8: Mr Garry Hounsell, Chairman
3 For personal use only Mr Garry Hounsell Chairman He l l o wo r l d Trave l Li m i te d G eneral Meet ing • 2 6 July 2 0 2 3
Slide 9: Registration
4 Registration For personal use only He l l o wo r l d Trave l Li m i te d G eneral Meet ing • 2 6 July 2 0 2 3
Slide 10: Chairman's comments on Proposed Transaction: Express Travel Group
5 Chairman’s comments on Proposed Transaction • Express Travel Group (ETG) is one of the largest groups of independent travel agencies in Australia and For personal use only New Zealand. • Comprises of the following travel agent and broker networks: • Select Travel Group; • Independent Travel Group;
Slide 11: Chairman's comments on Proposed Transaction: consideration
6 Chairman’s comments on Proposed Transaction • For personal use only Helloworld Directors believe the Proposed Transaction represents a compelling value proposition for Helloworld and its shareholders and recommend you VOTE IN FAVOUR of the ETG Resolution. • Consideration for the Proposed Transacti
Slide 12: Chairman's comments on Proposed Transaction: expert report and factors
7 Chairman’s comments on Proposed Transaction • For personal use only Grant Thornton was commissioned by the Helloworld Board to prepare an Independent Expert’s Report on the merits of the Proposed Transaction. • Independent Expert has concluded that the Proposed Transaction is fair and reasonable.
Slide 13: Chairman's comments on Proposed Transaction: reasons to vote against
8 Chairman’s comments on Proposed Transaction • Helloworld Shareholders may decide to vote against the ETG Resolution. For personal use only • Some reasons may include: • You might not agree with the recommendation of the Helloworld Board and the Independent Expert; • You may believe that the risk p
Slide 14: Online Q&A
9 Online Q&A 3. Hit enter on your For personal use only 1. Click on the 2. Type your question keyboard to submit Q&A icon in the new Q&A window your message To contact support: Call 1300 816 159 or open live chat from the Investor Portal He l l o wo r l d Trave l Li m i te d G eneral Meet ing • 2 6
Slide 15: Mr Andrew Burnes, AO, CEO & Managing Director
10 For personal use only Mr Andrew Burnes, AO CEO & Managing Director He l l o wo r l d Trave l Li m i te d G eneral Meet ing • 2 6 July 2 0 2 3
Slide 16: CEO & MD's comments on Proposed Transaction
11 CEO & MD’s comments on Proposed Transaction For personal use only • ETG acquisition represents a strong strategic opportunity for Helloworld shareholders. • ETG acquisition is expected to be earnings accretive in FY24. • ETG acquisition will make both businesses more competitive in a changing tra
Slide 17: Formal Business
12 For personal use only Formal Business He l l o wo r l d Trave l Li m i te d G eneral Meet ing • 2 6 July 2 0 2 3
Slide 18: Registration and Voting
13 Registration and Voting For personal use only 2. Click “register” in the 3. Record your vote. Once 1. Log in or register at: banner at the bottom of your you confirm it is lodged https://investor.automic.com.au/#/home screen, then select “register” and final for this meeting To contact support: C
Slide 19: ETG Resolution
14 ETG Resolution For personal use only • Under Listing Rule 10.1, the acquisition of a “substantial asset” by an ASX listed company from, a person in a position of influence, including a “substantial holder”, requires the approval of the shareholders of the listed company. • Sintack Pty Ltd is a Re
Slide 20: ETG Resolution: Proposed Transaction
15 ETG Resolution: Proposed Transaction For personal use only Resolution 1 To consider and, if thought fit, to pass the following resolution: “That, under and for the purposes of Listing Rule 10.1 and for all other purposes, Shareholder approval is given: (a) to approve; and (b) for Helloworld and i
Slide 21: ETG Resolution: Questions
16 ETG Resolution: Proposed Transaction For personal use only Questions He l l o wo r l d Trave l Li m i te d G eneral Meet ing • 2 6 July 2 0 2 3
Slide 22: ETG Resolution: Proxy Votes
17 ETG Resolution: Proposed Transaction For personal use only Proxy Votes Number Percentage For 43,421,971 99.75 Against 9,090 0.02 Open-Usable 101,146 0.23 Abstain 23,560 - Excluded* 20,630,306 - *Sintack Pty Ltd He l l o wo r l d Trave l Li m i te d G eneral Meet ing • 2 6 July 2 0 2 3
Slide 23: Poll Procedure
18 For personal use only Poll Procedure He l l o wo r l d Trave l Li m i te d G eneral Meet ing • 2 6 July 2 0 2 3
Slide 24: Closure of Poll
19 For personal use only Closure of Poll Results of Poll Announced to ASX He l l o wo r l d Trave l Li m i te d G eneral Meet ing • 2 6 July 2 0 2 3
Slide 25: Thank you
20 For personal use only Thank you He l l o wo r l d Trave l Li m i te d G eneral Meet ing • 2 6 July 2 0 2 3