FRP Advisory Group (LSE:FRP) — AGM 2023

0:01 Good morning, and welcome to the FRP ADVISORY GROUP PLC twenty twenty three proceedings. Throughout the recorded meeting, attendees will be in listen only mode. Questions can be submitted at any time by the Q and A tab situated on the right hand corner of your screen. Simply type in your question and press send. Company may not be in a position to answer every question received during the meeting itself. I'll the company review all questions submitted today and publish responses where it's appropriate to do so. These will be available via your investment company dashboard. You'll notified by email when these are ready for your review. I would also like to remind you that this presentation is being recorded. I'd now like to hand you over to Nigel Guy, Chairman of the Board of FRP, who will be acting as Chairman of the AGM. Thank you. Good morning, ladies and gentlemen, and welcome to the AGM of FRP ADVISORY GROUP PLC. I confirm with quorum, and accordingly, I am pleased to be able to open the twenty twenty three Annual General Meeting.

0:50 Joining me are my fellow Board members, Geoff Rowley, Jeremy French, Gavin Jones, Claire Bonfort, David Chubb and Catherine Fleming, who is dialing in. For those in the room, we have a couple of housekeeping matters. Could I please request that you turn off your phones or turn them to silent for the duration of the meeting? And in the event of a fire alarm, please proceed to the nearest fire exit or follow instructions from the fire marshals. Before turning to the formal business of the meeting, I'm pleased to give a trading update as announced to the market this morning. During the last financial year to the 04/30/2023, we continued to execute our strategy. We maintained our track record of increasing revenues, profits and dividends while further investing in our business. Since our IPO in 2020, we have generated annual growth in revenue of 18%, adjusted EBITDA of 13% and dividends of 5%.

1:46 As noted in our full year results announcement on the 07/20/2023, we started financial year 2024 encouraged by activity levels, particularly in our restructuring team, and this has continued to date. FRP Corporate Finance, which is focused on the mid market, has continued to complete transactions. And this market segment has proved more resilient to the well documented challenges facing The UK M and A market, in particular, the larger deals, including those in the public market. M and A deal timescales continue to remain extended. Our other pillars remain active and are experiencing increased demand for their services. Earlier in the month, the group announced the acquisition of Wilson Field Group. The acquisition was the group's seventh since IPO and further demonstrates delivery against our strategy to generate sustainable profitable growth by focusing on organic growth with acquisitions that meet the group's selective criteria.

2:43 The group continues to have a strong balance sheet and in line with the company's quarterly dividend policy, the Board is pleased to declare an interim dividend of 0.9p per eligible ordinary share for the first quarter ended 07/31/2023. The comparator was 0.85. The dividend will be paid on the 12/22/2023 to shareholders on register on 11/24/2023, with the ex dividend date being the 11/23/2023. Trading year to date has been positive. And if current activity levels continue, the Board is confident that the group will at least deliver the current full year market expectations. The short and medium term outlook for the group remains positive, and the Board is confident of continued progress. The company expects to announce a trading update for the six months to October 31 in mid November twenty twenty three, And a copy of that update is available on our website or on the company's London Stock Exchange page.

3:41 We move now to resolutions. But before that, we have provided an opportunity for shareholders to submit questions in advance and where appropriate, Q and A session will be held later in the meeting. Are there any comments or questions to the Board from shareholders present concerning the matters referred to in the notice only, including any of the proposed resolutions? If you have a question, please raise your hand, and please note that any shareholders, their proxies and corporate representatives are entitled to participate in the meeting. Thank you. I now propose that we proceed to the formal business of the meeting. The notice convening today's Annual General Meeting, the notice setting out the resolutions to be proposed and explanatory notes was posted to shareholders on the 08/29/2023.

4:31 Accordingly, the requisite notice of the meeting has been given, and I propose, therefore, that with your consent, the notice of meeting should be taken as read. Is that agreed? Thank you. Unfortunately, one of the resolutions as set out in the notice contained a minor error. Catherine Fleming's first name was in... It was spelled incorrectly in the notice in resolution nine. To address this error, I wish to propose an amendment to the resolution to include her correct name. I consider that the amendment is a very minor nature and in no way prejudicial to the shareholders of the company and would not cause any shareholder to form a different view on the resolution. We also included a note in the online proxy form after the mistake being noted, which the majority of voters will have seen. I note that I have the right under article forty three two of the company's article of association to propose this amendment.

5:22 I further confirm that I do not consider that my ability to vote as proxy for shells on the resolution is compromised by the amendment, and I will have cast proxy votes in accordance with proxy instructions and where I have discretion will exercise it in favor of the resolution as amended. I will now formally propose the amendment to resolution nine for approval before we put the resolutions to the meeting. Voting up on the amendments will be on a show of hands unless it's is demanded. So amendment to resolution nine, I propose that resolution nine be amended to spell Catherine's name correctly. All in favor, raise your hand. Thank you. All against, raise your hand. Thank you. I declare that the amendment to resolution nine is approved.

6:11 Voting for this meeting in accordance with best practice other than the minor resolution amendment that we've just considered, all resolutions will be voted on a poll. I'm directing that the votes be conducted on a poll in accordance with my right to do so under Article 50.1 of the company's Articles of Association. All cards were provided on arrival to those eligible to vote. I will cast the proxy votes held by me in the poll. If shareholders are present today and also appointed me as their proxy, they do not need to complete a poll card unless they wish to change their original vote. If you submit a poll code card, your vote will then be deducted from the proxy vote. Now I'm appointing the registrar as scrutineers. Ordinary resolutions require a simple majority of votes to pass. Special resolutions require 75% or more of votes to pass. Resolutions one to 13 are proposed as ordinary resolutions and resolutions 14 to 16 as special resolutions.

7:11 I will put the resolutions to the meetings one after the other in summary form. The full terms of the resolutions are set out in full in the notice. You will be voting on the basis of the full wording of each resolution. I should also note that I'm holding proxy votes in favor of each resolution in excess of 94% in the case of all resolutions other than resolution two. I'm holding proxy votes in favor of Resolution two in excess of 80%. Proxy votes were submitted for more than 160,000,000 shares out of just over $250,000,000 shares in issue. I will now propose the resolutions. Resolution one and two.

7:57 The annual report and accounts for the year ended 04/30/2023 have been circulated to shareholders together with the audited report thereon. I would now like to propose the first resolution to receive the company's audited accounts for the financial period ended 04/30/2023 together with the directors' and auditors' report thereon. And resolution two, to receive and approve the directors' remuneration report for the year ended 04/30/2023 as set out in the annual report and accounts. Resolutions three to nine. We will now move on to the Director's Appointment Resolutions. I will now propose Resolution three to reappoint Nigel Guy as Director of the company Resolution four to reappoint Geoffrey Rally as Director of the company Resolution five to reappoint Jeffrey Jeremy French as a director of the company.

8:51 Resolution six to reappoint Gavin Jones as director of the company. Resolution seven to reappoint Claire Barnforth as director of the company. Resolution eight to reappoint David Chubb as Director of the company Resolution nine to appoint Catherine Fleming as a Director of the company as amended. We will now move on to the resolutions concerning the auditors' dividend and share allotment authority, Resolutions 10 to 13. I now propose Resolution 10 to reappoint Mazar's LLP as the company's auditor Resolution 11 to authorize the directors of the company to fix the auditors' remuneration Resolution 12 to declare a final dividend of 2.05p per ordinary share for the year ended 04/30/2023.

9:38 And Resolution 13 to authorize directors to allot shares to allot relevant securities within the parameters set out in the notice. We will now move on to our special resolutions. I now propose Resolution 14 to empower the directors to allot securities for cash free of statutory and preemption rights within the parameters set out in the notice resolution 15, to empower the directors to allot equity securities for cash free of statutory preemption rights for the purposes of certain transaction within the parameters set out in the notice and finally, Resolution 16, to empower the directors to make market purchases of the company's shares within the parameters set out in the notice. I have now proposed all of the resolutions as set out in the notice and I now declare the poll open.

10:29 Please complete your poll cards by ticking the appropriate box against each resolution, completing your details and signing the form. Please note that a vote withheld is not a vote in law and will not be counted in the proportion of votes for or against a resolution. Completed poll cards will be completed by the company secretary. And while the poll is ongoing, we will move on to the Q and A session. Are there any questions from the room? Thank you. And do we have any online questions from IMC? Thank you.

11:27 If we do have any questions come through, we'll at them accordingly subsequent to the meeting. The poll is now closed. All poll cards have been submitted, and I declare the poll closed. I'm pleased to confirm that all the resolutions put to the meeting's date have been passed by the requisite majority. The results of the poll, including the exact figures and percentages, will be announced via RNS as soon as reasonably practical after the meeting. This concludes the formal business of the meeting. There being no further business, I declare the meeting closed, and thank you for your attendance. Back to IMC, host. Thank you very much indeed for updating attendees today. Can I please ask the attendees not to close the session?

12:15 Should be automatically redirected to provide your feedback in order the Board can better understand your views and expectations. This will only take a few minutes to complete and is greatly valued by the company. On behalf of the Board of FRP ADVISORY GROUP PLC, we'd like to thank you for attending today's Annual General Meeting proceedings, and good morning to you all.