Welcome, ladies and gentlemen, to the Options Scheme meeting. For those of you who are online, welcome, and to those of you who are in the room with us as well, welcome. I will now hand over to our Chairman, John Seaberg, from Minneapolis, who will officiate this meeting.
Thanks, Wayne, and welcome everyone to the second of today's two important meetings of the security holders of Anteris Technologies Ltd. In relation to the schemes, my name is John Seaberg. I'm 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 second meeting, being this meeting, is the meeting of Anteris option holders in relation to the proposed Option Scheme of arrangement between Anteris and its option holders, pursuant to which the options held by Anteris option holders would be canceled and the Anteris option holders would be issued with equivalent securities in Anteris Technologies Global Corp, ATGC, a Delaware-incorporated company.
This Option Scheme meeting is being held at Hotel Grand Chancellor Brisbane, 23 Leichhardt Street, Spring Hill, QLD 4000, and virtually via an online platform. It is now past 11:00 A.M., being the scheduled commencement time for this Option Scheme meeting, and our company secretary has informed me that a quorum of Anteris option holders is present.
Accordingly, I declare the Option Scheme meeting to be open. I remind everyone that this is an option holders meeting, and only Anteris option holders, appointed proxies, corporate representatives, and attorneys have the right to speak at this Option Scheme meeting. However, I also welcome our visitors to this meeting.
The notice of this Option Scheme meeting is contained in Attachment 8 of the Scheme Booklet, which was released to the ASX on 2nd November 2024, as supplemented by Supplementary Scheme Booklet, which was released to the ASX on 12 November 2024, each of which has been distributed to Anteris option holders. I propose to take the notice of Option Scheme meeting as read.
On behalf of the Anteris Board, I welcome you to this Option Scheme meeting, which has been convened pursuant to an order of the Supreme Court of Queensland made on 12 November 2024. The purpose of this Option Scheme meeting is for Anteris option holders to vote on the proposed Option Scheme of arrangement between Anteris and its option holders, pursuant to which the Anteris options will be canceled and Anteris option holders would be issued with equivalent securities in ATGC.
I will now introduce my fellow directors on the Anteris Board who are attending the meeting today. 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. Wen Yi 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 this Option 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 3-9415-4024.
As mentioned earlier, this Option Scheme meeting is being held as a hybrid meeting, providing Anteris shareholder option holders the opportunity to participate through an online meeting platform provided by Computershare or in person at Hotel Grand Chancellor, Brisbane. In addition, Anteris option holders and proxies have the ability to ask questions and submit votes online.
Questions on the resolution can be submitted at any time by option holders and proxies. I request you to please restrict your questions only to matters pertaining to the items of business today. 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 yellow or green 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 now like to summarize the voting procedures that will apply to this Option Scheme meeting. As outlined in the notice of Option Scheme meeting, the resolution to be voted on by Anteris option holders at today's meeting will be decided by a poll.
The proposed resolution is set out in the notice of Option Scheme meeting contained in Attachment 8 of Scheme Booklet. For the purpose of today's Option Scheme meeting, I appoint Lewis Brimelow from Computershare to act as returning officer. Lewis Brimelow has agreed to act in this capacity.
For Anteris option holders, proxy holders, attorneys, and corporate representatives attending the meeting in person, if you are entitled to vote, you will have been issued with a yellow 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 yellow polling card, would you please raise your hand so that a Computershare staff member can assist you? On the reverse of your yellow polling card is your voting paper, which details the resolution that is being put to this poll.
Anteris option holders 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 that 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 yellow 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 option holder, you will have been issued with a green card when registering for the meeting.
If you are a visitor, you will have been issued with a blue card when registering for the meeting. Only attendees with a yellow or green polling card will be able to ask questions in the designated option holder question section of this meeting. For Anteris option holders, proxy holders, attorneys, and corporate representatives attending the meeting online, to vote at this meeting, Anteris option holders will require their securityholder reference number, their SRN, found on their holding statement or personalized proxy forms.
Please log in to 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 option holders and proxy holders with open votes may then select a voting direction to indicate how they wish to cast their vote: for, against, or abstain. You will then need to click confirm to submit your vote. 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 and set out in the Scheme Booklet and Supplementary Scheme Booklet. i intend to vote all undirected proxies in favor of the Option Scheme resolution. I would like to say a few words about the proposed scheme of arrangement between Anteris and Anteris option holders.
Information in relation to the Option Scheme is also outlined in detail in the Scheme Booklet Supplementary Scheme Booklet, and Anteris option holders should read these documents in full before deciding how to vote on the Option Scheme resolution. If the Option Scheme is approved and implemented, Anteris option holders on the record date will receive one ATGC option for every Anteris option held on the record date, with all Anteris options being canceled.
The Option Scheme is subject to certain conditions precedent being satisfied or waived, and the condition subsequent being satisfied. The Anteris directors have identified various reasons why Anteris option holders may want to vote in favor of the Option Scheme resolution, as well as potential reasons why Anteris option holders may wish instead to vote against the Option Scheme resolution.
These reasons, as well as other important information in relation to the Option Scheme, such as its potential advantages, disadvantages, and risks, are set out in detail in the Scheme Booklet and Supplementary Scheme Booklet. as Anteris option holders have had a period of time in which to consider the information contained in the Scheme Booklet and Supplementary Scheme Booklet, i do not intend to go into detail in relation to these matters during this Option Scheme meeting.
For the reasons set out in the Scheme Booklet and Supplementary Scheme Booklet, the Anteris Board continues unanimously to recommend that Anteris option holders vote in favor of the Option Scheme resolution, subject to the independent expert continuing to conclude that the Option Scheme is in the best interests of Anteris share option holders.
All of the directors of Anteris who hold or control Anteris options intend to vote in favor of the resolution to approve the Option Scheme resolution. The Scheme Booklet Supplementary Scheme Booklet contains further information, including details regarding both the risks associated with the Option Scheme and the interests of the Anteris directors in Anteris securities, which Anteris option holders should have regard to when considering the Anteris Board's recommendation.
The independent expert, BDO Corporate Finance Ltd, has concluded that the Option Scheme is in the best interests of Anteris option holders. The independent expert's report is contained in, excuse me, Attachment A of the Scheme Booklet.
If the Option Scheme resolution is passed at this Option Scheme meeting by the requisite majorities of Anteris option holders and all other conditions precedent to the Option Scheme have been satisfied or waived on or before 8:00 A.M. Australian Eastern Standard Time 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. AEST 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 close of trading on the effective date expected to be 5th of December 2024. A more detailed timetable is set out in Supplementary Scheme Booklet, and any updates or changes to the dates described above or in Supplementary Scheme Booklet dates will be announced to the ASX.
If the Share Scheme resolution is passed by Anteris shareholders, but the Option Scheme resolution is not passed by Anteris option holders at this Option Scheme meeting, the Share Scheme may still proceed if Anteris and ATGC choose to waive the relevant condition precedent to the Share Scheme. In this scenario, the Share Scheme would still proceed, but the Option Scheme would not.
We will now move to the formal business of this Option Scheme meeting. The sole purpose, the sole item of business in the Option Scheme resolution, which is set out in the notice of Option Scheme meeting being Attachment G of the Scheme Booklet. The Option 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 Ltd and the holders of its options to acquire ordinary shares in Anteris Technologies Ltd 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 Ltd and HoldCo agree.
For the Option Scheme resolution to be passed, votes in favor of the Option Scheme must be received from the requisite majorities, being a majority in number of Anteris option holders present and voting, either in person or by proxy, attorney, or in the case of corporate Anteris option holders, body corporate representatives at the Option Scheme meeting.
A t least 75% of the votes determined by reference to the value of each of the Anteris options cast on the Option Scheme resolution, either in person or by proxy, attorney, or in the case of corporate Anteris option holders, body corporate representative at the Option Scheme meeting. In advance of this Option Scheme meeting, a number of Anteris option holders have elected to lodge their votes via proxy.
The total number of valid proxy votes received and eligible to vote in respect of the Option Scheme resolution are as follows. I would like now to open the meeting to questions in relation to the Option Scheme resolution. I will address any questions received from Anteris option holders and duly appointed proxy holders, attorneys, and corporate representatives regarding the Option Scheme resolution, or direct an appropriate person from Anteris who is better placed than me to respond.
Please note that your questions may be moderated or if we receive multiple questions on the same topic amalgamated together. Are there any questions from Anteris option holders here today in relation to the Option Scheme resolution?
John, there are no questions in the room, no questions online, and no questions on the phone.
Thank you, Steve. I believe with Steve's comment, I believe that there are no further questions in relation to the Option Scheme resolution, and I therefore conclude discussions on this item of business. I now ask Anteris option holders to cast their vote in relation to the Option Scheme resolution if they have not already done so, as vot ing will be closing shortly. For those here in the room, a member of the Computershare team will now collect your voting cards.
John, all votes have been collected.
Thank you, Steve. I declare the poll closed. The results of the Option Scheme meeting will be announced to the ASX later today. This now concludes the official business of this Option Scheme meeting. I now declare the Option Scheme meeting to be closed for all purposes. Thank you very much.