Ladies and gentlemen, thank you for joining us at this meeting of Insignia Financial Limited. My name is Allan Griffiths, and I am the Chairman of your Board of Directors and Chairman for this meeting today. Before formally beginning the meeting, I would like to introduce you to my fellow Directors who join me today, Scott Hartley, our CEO, Michelle Somerville, Andrew Bloore, Gai McGrath, and Jodie Hampshire. Also present today is our Chief Financial Officer, David Chalmers, and our Group Company Secretary, Adrianna Bisogni, and various other members of the Executive Team. With the time now having just passed 10:00 A.M., and having been advised by Ms. Bisogni that a quorum is present, I declare this meeting open.
The purpose of this scheme meeting is for Insignia Financial shareholders to vote on the proposed acquisition of all shares in Insignia Financial by CC Capital Partners, LLC, and its affiliates, which I'll hereafter refer to simply as CC Capital, by way of scheme of arrangement. Before we begin the formal part of the meeting, can I remind everyone that this is a shareholders meeting and only holders of Insignia Financial shares, their attorneys, proxies, or authorized corporate representatives are entitled to vote and speak. Today's meeting is a hybrid meeting. This means it is being held both in person and online via the Lumi platform. This platform allows shareholders, proxy holders, and guests to attend the meeting virtually. All attendees can listen to a live webcast of this meeting. In addition, shareholders and proxy holders have the ability to ask questions and submit votes.
I would now like to briefly summarize the procedural matters that will apply to the Scheme Meeting. There will be opportunities for shareholders to ask questions during the designated question time later in proceedings. There are three ways in which questions may be asked today. For those attending the meeting in person, please raise your hand when we open the floor to questions, and the microphone will be passed to you. Once you have the microphone, please stand and state your name, and if you are an attorney, proxy, or authorized corporate representative, state the name of the shareholder whom you represent before asking your question. For those attending the meeting online, you may either submit a written question or an audio question, both via the Lumi platform. Now for some further details on how to do this.
Written questions can be submitted at any time via the Lumi platform. To ask a question, select the messaging icon, type your question in the box towards the top page, and press the send button. To ask your question verbally, click the Request to Speak button at the top right-hand corner of the broadcast window via the Lumi platform. You'll be prompted to confirm your name and enter the topic of your question. Submit your details and select Join Queue to be connected. 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 become amalgamated together if we receive multiple questions on the one topic.
I note that while shareholders and their representatives are entitled and encouraged to participate in this meeting by speaking and asking questions, the matters raised must be relevant to the items of business set out in the meeting agenda. As outlined in the Notice of Scheme Meeting, the Scheme Resolution to be voted on by shareholders at today's Scheme Meeting will be decided via poll. The proposed Scheme Resolution is set out in the Notice of Scheme Meeting contained in the Scheme Booklet. Steve Hodkin of Boardroom, the company secretary share registry, will be the Returning Officer for the purpose of the poll. For online attendees, polling will be conducted via the Lumi platform. If you are eligible to vote at this meeting, a new polling icon will appear. Selecting this icon will bring up the resolution and present you with voting options.
To cast your vote, simply select one of the options. There is no need to hit submit or the enter button as the voting is automatically recorded. Once voting opens, in-room attendees will be presented with today's resolution on their voting keypad. Press one to vote for the item, two for against, or three to abstain. If you require any assistance, any member of the Boardroom team or Insignia Financial executive can assist. Please raise your hand if you require assistance. I now declare the poll open. You may now vote at any time from now until the close of the poll. For online attendees, the resolution will soon appear. Please submit your votes at any time. I'll provide a warning before closing the poll. I confirm that I hold a number of open proxies as Chairman of the meeting, as set out in the notice of the scheme meeting.
I will vote all undirected proxies in favor of the scheme resolution. After meeting closes, your votes will be counted by our registry, Boardroom, and the results will be announced on the ASX as soon as possible. I'd now like to say a few words about the proposed scheme. The scheme that shareholders are being asked to consider today is the outcome of a comprehensive process which commenced in December 2024 as a result of receipt of an initial proposal from Bain Capital to acquire all the shares in Insignia Financial by way of a scheme of arrangement for AUD 4 cash per share. The initial proposal instigated competing, unsolicited, non-binding indicative proposals from CC Capital, Bain Capital, and Brookfield Capital Partners.
Between CC Capital, Bain Capital, and Brookfield Capital Partners, eight non-binding indicative proposals were received in total, with the scheme before shareholders today representing the highest binding offer received by the Board. The scheme consideration of AUD 4 cash per share represents a 20% premium to the initial proposal of AUD 4 per share and a 56.9% premium to the Insignia Financial's closing share price on the 11th of December 2024, being the last undisturbed trading day before receipt of the initial proposal I referred to earlier. Details of the scheme are outlined in the scheme booklet dated the 27th of February 2026, which was made available to shareholders in accordance with the orders of the Federal Court of Australia.
If the scheme is approved and implemented, CC Capital will acquire all the Insignia Financial shares on issue, and Insignia Financial shareholders will receive AUD 4.80 per share in cash for each Insignia Financial share held on the scheme record date. Shareholders should note that the current trading price of Insignia Financial shares is affected by the proposed scheme and that, as is pointed out in the scheme booklet, that share price may not necessarily trade at the current levels in the absence of the proposed scheme. The Insignia Financial Board has identified various reasons why Insignia Financial shareholders may want to vote in favor of the scheme and various potential reasons why they may want to vote against the scheme. These reasons are set out in detail in the scheme booklet. For more detail, you can refer to Section two in the scheme booklet.
The Insignia Financial Board has undertaken an extensive valuation and risk assessment of the scheme, supported by its advisors. Your Directors consider that the reason to vote in favor of the scheme outweigh the potential reasons to vote against the scheme. In making our recommendation, the Insignia Financial Board carefully evaluated the scheme consideration against the company's medium-term and long-term growth prospects and market opportunities and has had regard to an overarching responsibility to act in the best interest of Insignia Financial shareholders. The Insignia Financial Board unanimously recommends that Insignia Financial shareholders vote in favor of the scheme and continues to believe the scheme is in Insignia Financial shareholders best interest. The Insignia Financial Board confirms that as at the time of this meeting, no superior proposal has emerged, and we're not aware of any superior proposal likely to emerge.
Each Insignia Financial Director is voting or procuring the voting of any Insignia Financial shares held or controlled by them as at the time of this meeting in favor of the scheme by voting in favor of the scheme resolution. When considering the Insignia Financial Board's recommendation, Insignia Financial shareholders should take into account the matter set out in the scheme booklet, including the interests of Insignia Financial Directors in the outcome of the scheme in Section 9 of the scheme booklet. The Insignia Financial Board commissioned Kroll Australia Proprietary Limited as the independent expert to assess the merits of the scheme. The independent expert concluded that the scheme is in the best interest of Insignia Financial shareholders. In the absence of a superior proposal, Kroll has assessed the value of Insignia Financial on a controlling interest basis in the range of AUD 4.49-AUD 5.08 per share for Insignia.
The scheme consideration of AUD 4.80 falls within Kroll's assessed value range for an Insignia Financial share. The reasons why the independent expert reached these conclusions are set out in the independent expert's report, a copy of which is included in Annexure A of the scheme booklet. Implementation of the scheme remains subject to the following conditions precedent. Approval of the scheme by Insignia Financial shareholders at this meeting, approval of the scheme by the Federal Court of Australia at the second court hearing, and no material adverse change to Insignia Financial or prescribed event. As at the time of today's meeting, the Insignia Financial Board is not aware of any circumstances which would cause any of the outstanding conditions not to be satisfied or waived.
If the outstanding conditions precedent, including shareholder and court approval, are not satisfied, the scheme will not proceed, and Insignia Financial will continue as a standalone entity listed on the ASX. All regulatory approvals that are conditions precedent have now been satisfied. If the scheme is approved by Insignia Financial shareholders today, the key events and expected timing in relation to the approval and implementation of the scheme are set out in the timetable in this slide. The second court hearing to approve the scheme is scheduled for the 16th of April. If the scheme is approved by the court, lodgment of the court orders with ASIC and suspension from trading on the ASX of Insignia Financial shares are expected to occur on the 17th of April, 2026.
The scheme is then expected to be implemented on the 28th of April, 2026, and it is on this date that the scheme consideration will be provided to Insignia Financial shareholders in respect of shares held on the record date for the scheme, which is expected to be 5:00 P.M. on the 21st of April, 2026, Melbourne time. These dates are subject to the satisfaction of the outstanding conditions precedent. Any changes to these dates or times will be announced to the ASX. I will now move to the formal business of the scheme meeting. The sole item of business is the scheme resolution, which is set out in the notice of scheme meeting included in the scheme booklet. Insignia Financial shareholders are asked to consider, and if thought fit, pass the scheme resolution which is shown on the screen.
The scheme resolution is that pursuant to and in accordance with the provisions of Section 411 of the Corporations Act 2001, the arrangement proposed between Insignia Financial Limited and the holders of ordinary shares as contained in and more particularly described in the scheme booklet accompanying the notice convening this meeting is agreed to, and the Directors of Insignia Financial Limited are authorized to agree to any alterations or conditions as thought fit by the court and subject to approval of the scheme by the court. The Board of Directors of Insignia Financial Limited is authorized to implement the scheme with any of those modifications or conditions.
For the proposed scheme to be binding, the scheme resolution must, in addition to the satisfaction or waiver in the case of certain conditions precedent that are capable of being waived of all other conditions precedent, be approved by the requisite majorities of at least 75% of total number of votes cast on the scheme resolution to approve the scheme by Insignia Financial shareholders who are present and vote either in person or by proxy or attorney, or in the case of corporate shareholders by a corporate representative of the scheme meeting, and more than 50% in number, unless the court orders otherwise, of eligible Insignia Financial shareholders present and voting at the scheme meeting. I refer you to the screen which shows a summary of proxies received. The valid proxy votes received in respect of the scheme resolution are now displayed on screen.
The Insignia Financial shareholders who submitted valid proxies abstaining from voting on the scheme resolution will not be counted when determining whether the scheme resolution has been approved by the requisite majority of Insignia Financial shareholders. I would now like to turn to shareholder questions in relation to the proposed scheme. I will address questions received from Insignia Financial shareholders and their attorneys, proxies, and authorized corporate representatives regarding the scheme or the scheme resolution. I will endeavor to answer your questions. However, I may refer a question to another representative or take a question on notice if necessary. We received some questions from shareholders before today's meeting, and I note one question from Mr. Chandra, who comments that dividends have not been paid in 2025, and as a result, believes that the offer price of AUD 4.80 is not fair.
We've also had a related question from Mr. Plank, who inquired about the potential for dividends to increase. As Insignia Financial shareholders are aware, in August 2024, Insignia Financial announced it would pause dividends and no full-year dividend in 2024 dividend would be paid. Insignia Financial subsequently advised that no interim full-year 2025 dividend will be paid. These prudent decisions were made to enhance balance sheet flexibility, accelerate cost reduction, and strategic growth opportunities to finalize remediation payments. No final full-year 2025 dividend was declared per the terms of the scheme implementation deed. I note there is no certainty of future dividends even if the scheme does not proceed. Shareholders should compare this uncertainty with the scheme consideration, which is fixed at $4.80 per share and will not vary with market movements.
I also note that the independent expert has concluded that the scheme is fair and reasonable and in the best interest of Insignia Financial shareholders. For those attending the meeting in person, if you wish to ask a question, please raise your hand and the microphone will be passed to you. Once you have the microphone, please stand and state your name, and if you are an attorney, proxy, or authorized corporate representative, state the name of the shareholder whom you represent before asking your question. Are there any questions from shareholders here today in relation to the proposed scheme?
Stephen Mayne. Firstly, thanks for holding a hybrid meeting today. It's been an issue in the past, but you've got with the program at the death, which is good. Thank you. You normally don't see companies hold meetings on a Monday because you've got to wrangle any last-minute proxies over the weekend. How did we go with that?
It was all rationally in relation to court timings and getting court approvals.
In terms of the proxy voting closing on a Saturday morning and wrangling any last-minute cloud, is it a myth that holding a meeting on a Monday is hard? What was your experience like in terms of wrangling the proxies at the end? Because you keep hearing from companies, "Never hold a meeting on a Monday." We've done it. Is it easy?
Well, so far, yes.
That's good. All right. Let's see if we can make it even easier. How did we handle exertion payments to Directors? What did we do? Did we think about it? Are any of the NEDs going to be involved working for private equity going forward?
Just before you sit down, Stephen, just so I understand, what's exertion payments?
Exertion payments are where you work extra hard in a takeover situation, and you get paid extra money. WiseTech, we saw it. Capitol Health, we saw it. It's quite a common thing in takeover situations. Boards often look at it. Those on the DD committee have to work extra hard. What did you do? Did you talk about it? Did you do it? I haven't read the documents. If you did do it, how much was it? Why didn't you do it? Just how did you approach the whole issue of exertion payments? Did you even have a discussion about it?
Okay. First part of the question, we did set up a due diligence committee, of which Andrew Bloore was the chair, and also on that committee was the chair of our audit committee, Michelle Somerville, and chair of the risk committee, Gai McGrath. They were paid a fee, a usual committee fee, just for the time that that meeting set. I can't remember now, but I think they probably had... How many meetings would you have had, Andrew? At a guess. Sorry.
At least a dozen.
At least a dozen meetings. Myself and Scott, the CEO, excluded ourselves from the Due Diligence Committee meetings, very simply because in the early days of negotiating the bids, Scott and I were heavily involved, so it was good corporate governance that we actually separated ourselves from the Due Diligence Committee. What was the second part of your question again, Stephen? Sorry. After [guess].
Any NEDs involved going forward?
Well, at this stage, we don't know for the simple reason is CC Capital cannot engage in any conversations with any of the Directors prior to owning the company so that there's no influence seen on the Directors in terms of their decision-making. At this stage, the process is that either on the 28th, if the deal proceeds or soon after, this Board will resign, and a new Board will be constituted. I think there's a question from this lady.
Thanks. Hello, my name is Heather. I'm just an ordinary shareholder. I'm afraid I do not understand why you need to sell. To me, it's not good enough just to say, "Oh, we've received a good price." Why are you selling a company that is nearly over 170 years old, that has withstood recessions, depressions, wars, the GFC, all the regulatory changes, and now you're selling an Australian company to an American company? Why? As I said, to me, it's just not good enough to say, "Oh, we've received a good price." The fact that you stated in the booklet, which incidentally I didn't receive until Friday after three phone calls saying, "I want one, please," I had to do a really quick read of it all, in my limited understanding, what I got was that you had eight offers.
To me, I'm sorry, but that sounds like vultures circling. Is the company in dire straits? Is that why you're actually selling? Why can't you just say, "Oh, that's a nice offer. Thanks very much, but nick off"? That's it.
Okay.
Okay.
Appreciate the emotion there with a company that's been around for a long while.
Will be.
No doubt the company obviously will go on for many more years, albeit with a different owner of the business. As you can appreciate, as Directors, we're simply trustees acting on behalf of shareholders. When the initial bids were coming in, part of the process that we take soundings from a lot of the shareholders, and the majority of soundings that we were getting from shareholders was to take the offer. We can only act in what the majority wants to do, hence that's why we're having this meeting here today, and that's why proxies, et cetera, have had the opportunity to vote, and overwhelmingly, shareholders want to sell the company.
If I don't receive anything?
Well, there was a scheme booklet sent out to all shareholders. It's been well-publicized that this meeting was going to be held, and people get the opportunity to vote either in favor or they vote against.
No. I took that to mean that when you first received the offers back in December 2024 and then the subsequent offers last year, that you must have gone to shareholders somehow then just to get a general feel before you went ahead with all this scheme.
Well, you take soundings from the market and from the larger shareholders.
What do you mean soundings? I don't understand. What does that mean?
Well, your larger shareholders on the register.
Right. The people who own 50 million, 100 times over shares.
Yes.
Yes, not just little old me who's only got about 5,000. My tiddlywinking shares are not going to make any difference. What you're saying is the real sounding is now, not beforehand.
Well, both. This becomes binding today.
Yeah.
You take soundings as you're going through the process. As we're going through this process, I should step back a little bit too. When the initial offer of AUD 4 came in.
Mm.
We were well prepared as a business to know whether the offers were fair value or not because we'd engaged defense advisors a couple of years earlier in Citigroup and Gresham.
Yeah. I remember.
Who were well across the ins and outs of the business.
Mm
In terms of valuation, to realize, and we did, as you know, reject the AUD 4 offer immediately.
Yep.
It went into, I suppose, a bidding war, for want of another word, where we had the subsequent eight further bids finishing at AUD 4.80.
Mm-hmm.
You then take independent advice from Kroll, the independent expert, who put that in the range that it's in. You asked about the business going forward. Of course, we have confidence in Scott and his management team before and also going forward in terms of the delivery of his plan that he has for 2030. However, at the end of the day, as I said, we are simply trustees on behalf of the shareholders, and if the majority of shareholders are telling us they want to sell this to private equity, then that's exactly what we're putting to people.
Okay. In that regard, I'll change my question slightly. On what basis did these other shareholders that you were getting feedback from, why did they say sell? Just purely and simply because it was a good offer, or is there something that you're not actually telling us as to the way the company's going?
No. Well, being an ASX-listed business, we have to disclose at all times material things that are going on in the company. We do that.
Estate trustees. Yeah. Right. Yes.
Correct.
I'm remembering Estate Trustee's doing the wrong thing, so I'm very skeptical. I'm sorry. I apologize. I'm very skeptical about things like this when it happens, and Estate Trustee's, they were doing all the wrong things that the directors there all those years ago, and it's just left a very bad taste in my mouth. That's why I'm asking more sort of in-depth questions. Again, my question is, why did the majority of the shareholders that you were getting soundings from, why did they want to sell? What was their argument? Just purely and simply money?
Pretty much so.
Oh, okay. Right. Well, that ends my.
At the end of the day, they considered they're going to make money.
Despite the fact that Insignia, which I still think of as IOOF, has been around for such a long time and such a good company for so many years, they still want to sell out?
Yes.
Okay. Thank you very much for that. I appreciate it. Thanks.
Stephen.
Yes. Thanks, Heather. It's Heather? Yeah, they're interesting comments. Just a semantic point, Chairman. You said the majority of shareholders have a view. It's the six biggest shareholders have a view. The majority of shareholders would be 22,000 out of 44,000, but only 6.7% have voted today. Technically, it's a plutocracy and the little shareholders, all that matters is the big six. John Wylie bought 15%, brought on an auction, told you to sell. Game over, effectively. Everyone else has to go along for the ride. I just have one technical question on the turnout. What sort of a solicitation campaign did you run to get retail participation up? I was a little surprised, and thank you for disclosing the proxy position to the ASX with the formals. It means you can actually ask questions like this with some preparation.
I was surprised to see that 22.56% of the shareholders who voted have handed over an undirected open vote. That's 664 out of 2,943. That's surprisingly high to have such a high open vote, which says to me something about maybe how the documents were constructed and communicated. Could you give us a breakdown with that 664, how much are with you by default as the Chair, because often if you just sign the form and send it back, it just defaults to the Chair? How many are with the ASA? Were you surprised that there was such a large percentage, 22.56% of all those shareholders who chose to vote, haven't voted? They've just given an open proxy, mainly to you. Now you've got to get to 50% on the headcount.
So there is always risk that sometimes I worry about how documents are constructed, given the headcount metrics. So I'm just interested in hearing what sort of solicitation campaign you ran and what your explanation is and what your thoughts are on the very high undirected proxy vote by those 664 retail shareholders.
Thanks, Stephen. As you'd know, in your experience with scheme votes, if you can get up to 10% of people involved, you're doing pretty well. Yes, we finished at 7%. Part of the engagement process, a couple of things. We held engagement with the Retail Shareholders Association. We ran an online discussion with their members that were involved. I understand from feedback we got from the Australian Shareholders Association, there was nearly 200 of their shareholders involved in that. We also engaged with MUFG Australia to conduct a very extensive campaign with retail shareholders. I can't remember the exact numbers now, but I think there'd be about 11,000 phone calls roughly to retail shareholders to see what questions we could answer on the scheme booklet. It was a pretty extensive retail shareholder engagement program, and we also engaged with the leading institutional shareholders as well.
I really can't comment on the second part of your question because I haven't delved into those numbers further, but I'm happy to come back to you with some answers for you in relation to that 6% that you talked about if you're happy for me to do that after the meeting.
One last go. I'll bundle a couple here. Do you find it unusual with your answer on the question of if any NED is going to get a gig, you say, we don't know, we'll find out on April 28th?
Just on that, I think we'll find out soon after this meeting because they are not allowed to engage with any of the Directors prior to this vote being successful so that they don't sway Directors opinions in any way, shape, or form.
What about management?
The management part of the APRA application, et cetera, it was stated clearly that they want to retain the management team and also continue pursuing the 2030 Strategy. They've also stated that Scott will be the CEO going forward.
They've made a public statement about a general retention of management.
Yes.
Does that go so far as to contractual arrangements?
Yes, it would.
They can't talk to any Directors, but they can sign up the CEO?
That's correct.
Yeah. Because it is funny with directors. When you're dealing with ongoing public company boards, you always get told that you need continuity and got to have 10 years experience. Yet every time private equity comes in, they just sack the entire board. Where's the argument for continuity?
Well, no.
When private equity often just sacks the board?
Sacks. No.
Past practice is that they sack the whole Board.
I mean, it's common practice that once the scheme is implemented, that either on the 28th or soon after, this Board will resign, then a new Board will be constituted, and they may or may not take some of the existing Directors.
Yeah. All right, and just a final question. I'm wearing black, Heather, too. It is a sad day. We've lost another iconic company. ASX has shrunk by more than 10% in the last three years. All sorts of companies are getting taken over, CSR, Boral, Blackmores. There's a massive long list. When you do have a funeral like this, it is fair to actually have a bit of discussion about what the scoreboard was and the experience was. We demutualized at, I mean, the price back 23 years ago was AUD 3.15. If you look at the latest accounts, we've got AUD 922 million in accumulated losses, net assets of AUD 2.13 billion and contributed capital of AUD 3 billion, and the offer is described as a AUD 3.3 billion takeover.
Is it a fair summary, Chair, to say that all those losses that we took, that we wrote off, we're effectively getting back now in this premium takeover offer, and so the overall shareholder experience is marginally a positive one if you look at the 23-year journey? Obviously, it underperforms most other listed financial companies, from the banks to Macquarie and QBE, Netwealth, you name it. We're down with AMP and maybe Perpetual in recent years. How would you characterize, is that a fair characterization that for all the effort, all the takeover deals, all the posturing and bluster from Chris Kelaher and Roger Sexton and all their performances at the Royal Commission and aggregations? For all that effort, we may as well left our money in the bank, effectively. It was a marginally positive return, but for all that noise and effort and deals, not much to show for it, really, net of everything at the end of 23 years in public markets.
Probably a little bit harsh, Stephen, but there's no doubt. Well, along the way, there were also dividends paid, which we need to record that as well. I think also this business was significantly damaged in the 2018 Royal Commission. Had IOOF just gone on as it was, it would've been a hard job to survive that period, to be honest, because of not only were the heavy remediation payments came out of that, where there was half a dozen class actions, that occupied a lot of management time and also cost a bit to settle.
We got through all that period. The MLC acquisition, in particular, gave this company strong revenue to be able to handle the remediation payments, all those headwinds that came along this business, and here we are now.
Yes, AUD 4.80 is the bid that's been put to us after a very competitive process, and as I said to you, it's now in the hands of shareholders what they want to do. I note the points that you've made.
I just want to say, I think it was back in about 2017, I participated in the share purchase plan, and I ended up paying, I think it was AUD 10.50 for a share. AUD 4.80 is not really great for me, and when all this goes through, I'll probably end up having a loss myself because I was very disappointed in the current share price over the last few years. As I say, to me, AUD 4.80 is nothing.
I participated in the share buyback as well. I don't know what else I can say to that, but yep. If there's no further questions from the floor, I'll ask if there's any written questions that have been submitted online via the Lumi platform.
Thank you, Chair. We do have a couple of comments just echoing Heather's comments in relation to the sadness around the company being sold. I just acknowledge that we have those comments. We do have a question from Steve Zigomanis, which is related to the question from Mr. Mayne, asking, "Will any directors' or executives' remuneration change depending on whether the scheme is approved or not?
Well, first of all, if it's not approved, Directors Remuneration stays as it is, because it can only be approved and endorsed and recommended at AGMs. Management Remuneration at this stage will also remain as is if we're an ongoing concern. Going forward, there's no doubt that the new owner, CC Capital, will engage with incentivizing the Management Team as they see fit. Obviously, as a Board of Directors, we're not part of that. On a go-forward basis, that would be an arrangement between the new owner and the current Management Team. Did I miss anything out, Deb?
No. Thank you, Chair.
I could add to that, Chair. Scott Hartley, CEO. As it stands, I do not have a contract with CC Capital going forward. I expect that there will be one put in place. At this point, I do not have a contract with them going forward. There has been no agreement to any management changes to remuneration or incentives at this point.
Thank you, Chair. There is no other questions online, but I understand there is another question from the floor.
Perhaps I can also ask, are there any audio questions that have been submitted via the Lumi platform?
There are no questions, Chair.
Hello. Yes. My name is Haoliang Chu, and I'm shareholder for Insignia for a long time, and not only myself, and I advised my wife and my son to buy Insignia shares too. Actually, I voted online already, and I vote yes, because it's a relief for a lot of shareholders for AUD 4.80. For last few years time, the share price was so depressed compared to other financial company like HUB24 and Netwealth. It's unbelievable. I support this takeover, but I just have a concern. As we know, Insignia Financial has a big super pool, which the company manage the super, including my own super too. I put my super at Insignia Financial too. We know our super system is the best in the world.
I suppose CC Capital, once they take over this company, it's quite possible they want to take advantage of our management of super and then copy it and split around the world to America, Britain, some distant anywhere. I just have a little concern, as a shareholder, when you talk to CC Capital, this kind of hidden value of our super still. As I know, this kind of value, the hidden value can be worth a lot. I remember a few years ago when Newmont, the still American company, take over Newcrest, and they said the offer share price is fair. Actually, Newcrest has a special mining skill we call the block caving, which only BHP, Rio Tinto, and Newcrest, all the company have. After that, Newmont controlled this kind of mining skill, and now they can use on deep mining.
I just believe your board should take concern about the super management skill when CC Capital take over Insignia, so can lift the price for our shareholders. Thank you.
Hopefully, if I understand your questions and statements there. As part of the duties when we established the due diligence committee, we also did reverse due diligence on CC Capital to see whether they would be suitable buyers of this business. At the same time, they had to go through a very extensive regulatory process with APRA, because they are buying a substantially large superannuation business, so had to make sure members best interests was being protected. The attraction for why CC Capital are buying the business and what they tell us, they go through the process and what's been stated in their application to the regulators, is they find the Australian superannuation market very, very attractive and they want to be part of the overall growing market as it continues to evolve.
Now, this business would still be standing today if there'd been more shareholders buying the stock, but that didn't happen, and we had to do the right thing by our shareholders in terms of the best price that was put forward, and the majority of shareholders want to take that offer. I hope that answers some of the questions or comments that you raised.
Allan, I'll just add a couple of things. The superannuation money is managed and controlled by the Trustee, which is an independent Trustee of the company. They have one rule to meet, which is act in members best financial interests. CC Capital can't just meddle with the money at all. The Trustee is accountable, and APRA have significant oversight of the Trustee. I think I was getting from your question and commentary some concerns about CC Capital meddling in the superannuation money, but that is not possible. The second thing I would say is CC Capital are long-term investors and are very focused on delivering to members of the superannuation funds, the members best financial interest, and they state that regularly and publicly at every opportunity. They know the business can only survive in the long term if they act in the members best financial interest.
I should also state that Superannuation Board does remain in place going forward with its current Chair and current Directors. Yes, Stephen.
Apologies. I said the last one was the last one, but just one more. I think you hinted, Chair, that you regarded the MLC acquisition as a good acquisition, and I'm going to extrapolate that. You can correct me, as it was probably the best acquisition we did in public life. I'd be interested if that is your view. Could you tell us which is the one, looking back, that you wished we hadn't done? Was it ANZ? There's always a scoreboard. There's always good deals, bad deals. MLC, we're going with the brand, obviously. That would suggest, you've mentioned the good cash flows, but I'm interested in hearing the other side. Just on CC Capital. We just describe it as a foreign private equity firm. Okay. Now, it's not listed, is it? It's an unlisted, so it's owned by partners. Is that right?
It's owned by a few blokes. Can you give us a couple of names? Firstly, is there any Australian money, do you know, Australian industry fund or superannuation money or future fund or anything, in the fund which is buying us? Is it a 100% foreign takeover or strictly speaking, is there actually some Australian equity exposure in the bid vehicle, depending on which industry fund ticked them as a PE manager for compulsory Australian super? Just so we get the language right on that.
Yes, there is Australian money.
Do you know how much? What percent roughly?
No, I don't know the percentage.
All right. Can you just give us a couple of names from CC Capital who we can try to ring up and talk to if something happens? They're always hidden behind Bermuda-registered NV fund, blah blah. You never know who they are. Give us a couple of names, not just you, but them.
Yeah.
Not just U.S. citizens. Anyone in Australia who we can ring up and say, "Hey, CC Capital, what about this?" Who can we talk to?
Well, there are no partners based in Australia, so they're based in New York. The company was founded by Chinh Chu, who was ex-Blackstone, and he founded the company because he believed that good companies should be owned for indeterminate periods, not held in a seven-year fund. That's been their philosophy since the start. The other partner, founding partner, was Doug Newton, also based in New York, but they have no representatives based in Australia.
I should also say, this Board, as part of our due diligence, have personally met with those people face to face here in Australia, as part of our due diligence process as to whether they would be appropriate owners of this business. I go back to your first question. MLC was a great buy. Shadforth was a great buy. Maybe I'll leave it at that.
Chair, we do still have a couple of questions online.
Okay.
The first is a follow-up question from Steve Zigomanis asking, is there an extra payment to directors or executives if this scheme goes ahead?
In terms of Directors, no, not at all. We leave, and that's it. In terms of any payments to Executive, that's already outlined in the Scheme Booklet.
Thank you.
There's no extra payments per se.
Chair, we have a question from Michelle Voudouris, who is both an employee and a long-term shareholder, and her question is, if CC Capital do own IFL, can they sack the Trustee Board?
The answer is no. They can't, in relation to the Trustee Board.
Thank you, Chair. There are no further questions.
Members-
The regulator.
The regulator could override, sack them, and other than that, its members. The regulator approves the directors as well in terms of fit and proper. As there are no further questions, I assume no more questions are raised. I now ask Insignia Financial shareholders to cast their vote in relation to the scheme resolution if they have not already done so, as voting will be closing shortly. For those attending the meeting in person, would you please indicate by raising your hand if you require more time to complete your voting? Thank you. I understand all polling has now been finalized, and the poll is now closed. Finally, I'd like to take this opportunity to thank all our shareholders for their support of Insignia Financial over the past 23 years.
Can I also please take this opportunity to thank your board of directors, Scott Hartley, Andrew Bloore, Jodie Hampshire, Gai McGrath, and Michelle Somerville, and all those that have served on the board before them for their contributions to the company. The results of this meeting will be released through the ASX as soon as available and will also be displayed on the Insignia Financial website. This now concludes the official business of this scheme meeting. Sorry. I now declare the scheme meeting closed for all purposes. Thank you for your participation today.