Ladies and gentlemen, welcome to our Share Scheme Meeting. Those of you online and in the room, our chairman, Mr. John Seaberg, will officiate this part of the meeting. He's online from Minneapolis. Over to you, John.
Thanks, Wayne. Welcome, everyone, to the first of today's two important meetings of the security holders of Anteris Technologies Limited in relation to the schemes. My name is John Seaberg. I am the chairperson of the Anteris Board of Directors, and I will be the chair of both of today's meetings, which have been convened by Anteris by order of the Supreme Court of Queensland. The first meeting, being this meeting, is the meeting of Anteris shareholders in relation to the proposed Share Scheme of arrangement between Anteris and its shareholders, pursuant to which Anteris Technologies Global Corporation, a Delaware-incorporated company, would acquire all of the issued shares in Anteris, resulting in ATGC becoming the new ultimate parent company of Anteris and its subsidiaries, and effectively redomiciling Anteris to the United States.
Share Scheme Meeting is being held at Hotel Grand Chancellor, Brisbane, 23 Leichhardt Street, Spring Hill, QLD 4000, and virtually via an online platform. At the latter of 11:00 A.M. Australian Eastern Standard Time and the conclusion of Share Scheme Meeting, the Option Scheme Meeting will be held. It is now past 10:30 A.M., being the scheduled commencement time for Share Scheme Meeting, and our company secretary has informed me that a quorum of Anteris shareholders is present. Accordingly, I declare Share Scheme Meeting to be open. I remind everyone that this is a shareholders' meeting, and only Anteris shareholders, appointed proxies, corporate representatives, and attorneys have the right to speak at Share Scheme Meeting. However, I also welcome our visitors to this meeting.
The notice of Share Scheme Meeting is contained in Attachment G of the Scheme Booklet, which was released to the ASX on 2 September 2024, as supplemented by the Supplementary Scheme Booklet, which was released to the ASX on 12 November 2024, each of which has been distributed to Anteris shareholders. I propose to take notice of Share Scheme Meeting as read. On behalf of the Anteris Board, I welcome you to Share Scheme Meeting, which has been convened pursuant to an order of the Supreme Court of Queensland made on 12 November 2024. The purpose of Share Scheme Meeting is for Anteris shareholders to vote on the proposed Share Scheme of arrangement between Anteris and its shareholders, pursuant to which ATGC would acquire all of the issued shares in Anteris, effectively redomiciling Anteris to the United States.
I will now introduce my fellow directors on the Anteris Board who are attending the meeting today. Mr. Wayne Peterson, excuse me, Mr. Wayne Paterson, Chief Executive Officer and Director of Anteris, is attending in person. Mr. Stephen Denaro, Non-Executive Director and Company Secretary of Anteris, is attending in person, and Dr. Wenyi Gu, Non-Executive Director of Anteris, is attending online. Representatives of Anteris Share Registry, Computershare, are also present to assist in the poll process for Share Scheme Meeting. Also in attendance online or in person are representatives from Jones Day, the legal advisors to Anteris. For those joining us online, if you experience any technical issues during the course of this online meeting, you may contact Computershare on +61 39415 4024.
As mentioned earlier, Share Scheme Meeting is being held as a hybrid meeting, providing Anteris shareholders with the opportunity to participate through an online meeting platform provided by Computershare or in person at the Hotel Grand Chancellor, Brisbane. In addition, Anteris shareholders and proxies have the ability to ask questions and submit votes online. Questions on the resolution can be submitted at any time by shareholders and proxies. I request you to please restrict your questions only to matters pertaining to the items of business today. If you have questions in relation to the Option Scheme Meeting, please ask your questions in that meeting. Online attendees can submit questions at any time through the Computershare online meeting platform. To ask a question, select the Q&A icon, type your question into the text box. Once you have finished typing, please hit the send button.
Please note that while you can submit questions from now on, I will not address them until the relevant time in the meeting. Please also note that your questions may be moderated or, if we receive multiple questions on one topic, amalgamated together. For online attendees to ask a verbal question, please follow the instructions written below the broadcast. For those attending here in person, simply raise your green or red voting card at the relevant time in the meeting. When requested, please stand and introduce yourself to the meeting by providing your full name before proceeding to ask the question. I would like now to summarize the voting procedures that will apply to Share Scheme Meeting. As outlined in the notice Share Scheme Meeting, the resolution to be voted on by Anteris shareholders at today's meeting will be decided by a poll.
The proposed resolution is set out in the notice Share Scheme Meeting contained in Attachment G of the Scheme Booklet. For the purpose of Share Scheme Meeting, I appoint Lewis Brimelow from Computershare to act as returning officer. Lewis Brimelow has agreed to act in this capacity. For Anteris shareholders, proxy holders, attorneys, and corporate representatives attending the meeting in person, if you are entitled to vote, you will have been issued with a green polling card when registering for the meeting. If there is any person present who believes they are entitled to vote but does not have a green polling card, would you please raise your hand so that a Computershare staff member can assist you? On the reverse of your green polling card is your voting paper, which details the resolution that is being put to this poll.
Anteris shareholders and proxy holders with open votes will need to mark a box beside the resolution to indicate how you wish to cast the vote: for, against, or abstain. Please ensure that you print your name where indicated and sign the voting paper. When you have finished filling in your voting paper, please lodge it in a ballot box to ensure your votes are counted. Your vote cannot be counted unless it is lodged. If you are a proxy holder and only have directed votes, as shown on the summary of votes attached to your green polling card, you do not need to do anything other than to sign and place that polling card in a ballot box. If you are a non-voting shareholder, you will have been issued with a red card when registering for the meeting.
If you are a visitor, you will have been issued with a white card when registering for the meeting. Only attendees with a green or red polling card will be able to ask questions in the designated shareholder question section of this meeting. For Anteris shareholders, proxy holders, attorneys, and corporate representatives attending the meeting online, to vote at this meeting, Anteris shareholders will require their Security holder Reference Number, SRN, or Holder Identification Number found on their holding statement or personalized proxy forms. Please log into the online platform to gain access to the relevant meeting, which will enable you to vote. Once I have declared the poll open for voting, click on the vote icon, and the voting options will appear on your screen.
Anteris shareholders and proxy holders will open votes with open votes, may then select a voting direction to indicate how they wish to cast their vote: for, against, or abstain. If you require any assistance, the Computershare staff are here to assist you. Please raise your hand if you require assistance. If you are online and need assistance, please contact Computershare at +61 39415 4024. In order to provide you with enough time to vote, and in case anyone cannot stay for the entire meeting, I now declare the poll open. You may vote at any time from now until the poll is closed. I confirm that I hold a number of open proxies as chair of the meeting. This is displayed on the slides to be shown shortly.
As set out in the Scheme Booklet and the Supplementary Scheme Booklet, I intend to vote all undirected proxies in favor of the Share Scheme resolution. I would like to say a few words about the proposed scheme of arrangement between Anteris and Anteris shareholders. Information in relation to the Share Scheme is also outlined in detail in the Scheme Booklet and Supplementary Scheme Booklet, and Anteris shareholders should read these documents in full before deciding how to vote on the Share Scheme resolution. If the Share Scheme is approved and implemented, Anteris shareholders on the Record Date, other than ineligible foreign shareholders and non-electing small shareholders, will receive by default one ATGC CDI for every Anteris share held on the Record Date, or, if the Anteris shareholder has made a valid election using a Share Election Form, one ATGC share for every Anteris share held on the Record Date.
Accordingly, if the Share Scheme is approved and implemented, Anteris will become a wholly owned subsidiary of ATGC, effectively redomiciling Anteris to the United States. The Share Scheme is subject to certain conditions, precedent being satisfied or waived, and the conditions subsequent being satisfied. The Anteris directors have identified various reasons why Anteris shareholders may want to vote in favor of the Share Scheme resolution, as well as potential reasons why Anteris shareholders may instead wish to vote against the Share Scheme resolution. These reasons, as well as other important information in relation to the Share Scheme, such as its potential advantages, disadvantages, and risks, are set out in detail in the Scheme Booklet and the Supplementary Scheme Booklet.
As Anteris shareholders have had a period of time in which to consider the information contained in the Scheme Booklet and the Supplementary Scheme Booklet, I do not intend to go into detail in relation to these matters during this Share Scheme Meeting. For the reasons set out in the Scheme Booklet and the Supplementary Scheme Booklet, the Anteris Board continues to unanimously recommend that Anteris shareholders vote in favor of the Share Scheme Resolution, subject to the independent expert continuing to conclude that the Share Scheme is in the best interests of Anteris shareholders. All of the directors of Anteris who hold or control Anteris shares intend to vote in favor of the Share Scheme Resolution.
The Scheme Booklet and Supplementary Scheme Booklet contains further information, including details regarding both the risks associated with the Share Scheme and the interests of the Anteris directors and Anteris securities, which Anteris shareholders should have regard to when considering the Anteris Board's recommendation. The independent expert, BDO Corporate Finance Limited, has concluded that the Share Scheme is in the best interests of Anteris shareholders. The independent expert's report is contained in Attachment A of the Scheme Booklet. If the Share Scheme Resolution is passed at Share Scheme Meeting by the requisite majorities of Anteris shareholders and all other conditions precedent to the Share Scheme have been satisfied or waived on or before 8:00 A.M.
AEST on the second court date, except those conditions precedent relating to the approval of the Share Scheme and Option Scheme by the court, the second court hearing to approve the schemes will be held at 10:00 A.M. Australian Eastern Standard Time on Wednesday, 4th of December 2024. If the court approves the schemes and issues the orders sought by Anteris, then on Thursday, 5 December 2024, Anteris intends to lodge with ASIC a copy of the court's orders, and the schemes will become effective, subject to the satisfaction of the conditions subsequent. If this occurs, trading in Anteris shares on the ASX will be suspended from the close of trading on the effective date expected to be 5 December 2024.
A more detailed timetable is set out in the Supplementary Scheme Booklet, and any updates or changes to the dates described above or in the Supplementary Scheme Booklet dates will be announced to the ASX. We will now move to the formal business of Share Scheme Meeting. The sole item of business is the Share Scheme resolution, which is set out in the notice Share Scheme Meeting being Attachment G of the Scheme Booklet.
The Share Scheme Resolution is as follows: that pursuant to and in accordance with the provisions of Section 411 of the Corporations Act 2001, the scheme of arrangement proposed between Anteris Technologies Limited and the holders of its ordinary shares as contained in and more particularly described in the Scheme Booklet of which the notice convening this meeting forms part is agreed to with or without amendment or any alterations or conditions as approved by the Supreme Court of Queensland, to which Anteris Technologies Limited and Holdco agree. For the Share Scheme resolution to be passed, votes in favor of the Share Scheme must be received from the requisite majorities, being a majority in number of Anteris shareholders present and voting either in person or by proxy, attorney, or in the case of corporate Anteris shareholders, body corporate representative at the Share Scheme Meeting.
At Share Scheme Meeting, and at least 75% of the votes cast on the Share Scheme Resolution, either in person or by proxy, attorney, or in the case of corporate Anteris shareholders, body corporate representative at Share Scheme Meeting. In advance of Share Scheme Meeting, a number of Anteris shareholders have elected to lodge their votes via proxy. The total number of valid proxy votes received and eligible to vote in respect of the Share Scheme Resolution are displayed on the screen. I would now like to open the meeting to questions in relation to the Share Scheme Resolution. I will address any questions received from Anteris shareholders and duly appointed proxy holders, attorneys, and corporate representatives regarding the Share Scheme resolution, or direct an appropriate person from Anteris who is better placed than me to respond.
Are there any questions from Anteris shareholders here today in relation to the Share Scheme Resolution?
John, there are no questions in the room, no questions online, and no questions on the phone.
Thank you, Steph. I believe, given Steph's comments, that there are no further questions in relation to the Share Scheme Resolution, and I therefore conclude discussions on this item of business. I now ask Anteris shareholders to cast their vote in relation to the Share Scheme Resolution if they have not already done so, as voting will be closing shortly. For those here in the room, a member of the Computershare team will now collect your voting cards.
John, the votes have now been collected.
Thank you, Steph. I declare the poll closed. Finally, I would like to take this opportunity to thank all Anteris shareholders for your support of the company, especially during this process. The results of Share Scheme Meeting will be released on the ASX as soon as available. For Anteris shareholders intending to participate in the Option Scheme Meeting via the online platform, if you have not registered for the Option Scheme Meeting and you wish to attend that meeting, which is scheduled to commence at 11:00 A.M. Australian Eastern Standard Time, please ensure that you are registered for that meeting. Anteris option holders can register and attend the Option Scheme Meeting by following the instructions in the notice of Option Scheme Meeting contained in the Attachment H of the Scheme Booklet and the Virtual Meeting Guide. This now concludes the official business of this Share Scheme Meeting.
I now declare Share Scheme Meeting to be closed for all purposes.