Navigator Global Investments Limited (ASX:NGI)
Australia flag Australia · Delayed Price · Currency is AUD
2.420
+0.020 (0.83%)
Apr 28, 2026, 2:37 PM AEST
← View all transcripts

AGM 2021

Jan 27, 2022

Operator

Ladies and gentlemen, thank you for standing by, and welcome to Navigator Global Investments Limited's annual general meeting. I would now like to hand the conference over to your first speaker today, Chairman Michael Shepherd. Thank you. Please go ahead.

Michael Shepherd
Independent Chairman and Non-Executive Director, Navigator Global Investments Limited

Good morning, ladies and gentlemen. As you heard, my name is Michael Shepherd, and I'm chair of Navigator Global Investments Limited and the chair of today's meeting. I'm very pleased to welcome those of you participating online. While it had been our intention to hold this annual general meeting as a physical meeting, the rapid spread of COVID-19 cases around Australia due to the Omicron variant has meant that it's once again prudent to not hold a physical public gathering. Regardless, the virtual meeting format does work well for our company given the diverse location of our directors, senior management, and shareholders around the globe.

However, I would add that I still prefer a physical meeting, as for those who can attend, and we will return to that next year, all things going well. If we experience any technical issues today, a short recess or adjournment may be required depending on the number of shareholders being affected. If this occurs, I shall advise you accordingly. It is now 10 A.M., and I welcome you to the 2021 annual general meeting of the company. As we have a quorum, I declare the meeting open. I would now like to introduce you to your other directors and executives, all of whom are participating by a video link. Sean McGould, our Chief Executive Officer and an Executive Director. Andy Esteban, an Independent Non-Executive Director who is retiring at the end of this meeting.

Nicola Meaden Grenham, an Independent Non-Executive Director and member of the Remuneration and Nominations Committee. Suvan de Soysa, an Independent Non-Executive Director who joined the board in September 2021, and who will be taking over as chair of the Audit and Risk Committee on Andy Esteban's retirement. Andy Bloom, a Non-Executive Director and member of the Audit and Risk Committee, and Amber Stoney, our Chief Financial Officer and Company Secretary. Also attending is Rebecca Burrows, a partner in our auditor, Ernst & Young. The meeting formalities. The notice of meeting was duly given, and the meeting has been properly convened. We will turn to resolutions later in the meeting. Please note that only shareholders, proxy holders, or shareholder company representatives may vote.

The agenda of the meeting is as follows: my chairman's address, followed by an address from our CEO, Sean McGould, then the formal business of the meeting, which includes the resolutions of the meeting. Finally, an opportunity for participants to ask any questions that they may have. Voting instructions. Voting on the resolutions will be conducted by way of poll. Shareholders attending the meeting online will be able to cast their vote using the electronic voting card received when online registration is validated. Please refer to the virtual meeting online portal guide to use the helpline specified. Following the voting, general business questions will be taken. For shareholders participating online through the virtual meeting website, please click on the Ask Question button, type your question, and click Submit. There were no shareholder questions received prior to the meeting.

It's been an interesting year, to say the least. The 2021 financial year was one of significant change and evolution for the Navigator Global Investments Limited Group, most notably seeing the settlement of a major acquisition transaction, which has firmly cemented us on our path to both grow and diversify our business. The COVID-19 pandemic has become the new normal. It has presented enormous challenges for our staff, and we would like to acknowledge their efforts in continuing to effectively work on what can be very trying conditions. We're very fortunate that we are able to accommodate our staff working from their homes, giving them the best opportunities to protect themselves and their families from contracting the coronavirus. The emergence of the Omicron variant shows us how important that flexibility continues to be.

While the world continues to adapt to the ever-changing challenges of the pandemic, we continue to look forward to the day that we can welcome all our staff back to our offices and reestablish face-to-face relationships between ourselves, our clients, and our shareholders. No doubt the biggest achievement by size for the Navigator Group this year was the successful closing of the acquisition of the NGI Strategic Portfolio from Dyal Capital Partners in February 2021. The transaction involved the acquisition of a portfolio of minority interest stakes in high quality established alternative asset managers. As at the June 30th, 2021, this portfolio added AUD 235 million in assets to our balance sheet.

The acquisition of the portfolio is an important step for the NGI Group in delivering on a sound growth and diversification strategy, and it creates a platform for Navigator to seek and implement future acquisition opportunities. The transaction is a milestone for the Navigator Group and means that we are now in an excellent position to deliver further growth and diversification with a diversified and scaled portfolio of cash flow generating assets, a clean balance sheet, deep investment and operating expertise, and a strategic partnership with Dyal Capital Partners, a leading investor in alternative investment managers. The acquisition was structured to have two distinct stages. The first stage was for Navigator to acquire approximately 70% of the combined portfolio in exchange for the issue of 40.5 million ordinary shares, and a 10-year convertible note, which converts to an additional 67.6 million ordinary shares.

This entitles Navigator to preferred share of the earnings for the first five years, which is set at AUD 17 million in the first year and indexed at 3% annually. 20% of any earnings in excess of the minimum deferred amount. Stage two occurs at the end of five years, when NGI will make an additional cash payment to acquire the remaining interest in the portfolio, in the combined portfolio, at 4.5x the average of earnings in excess of the minimum deferred amount over the five-year period. We're very pleased with the performance of the portfolio since its acquisition in February. The benefits of diversification in investment strategy across the portfolio has meant that overall, we have seen a healthy growth in assets from a combination of both net inflows and investment performance.

While this does not materially impact Navigator's 2022 earnings, given the nature of the preferential distribution structure, it does provide good evidence of the overall strength of the portfolio, and gives us confidence that we will deliver excellent returns to Navigator shareholders over the long term. The group's AUM was $20.9 million as at June 3rd, 2021. The significant growth on the prior year was a result of both NGI Strategic Portfolio transactions, which added $7 billion on the ownership adjusted basis. An excellent performance from our operating subsidiary, Lighthouse Investment Partners to the end of the 2021 financial year, with $13.9 billion in assets. All these are U.S., I should emphasize. Sean will discuss group AUM further in his address.

Navigator delivered adjusted EBITDA of $31.6 million for the 2021 financial year, up 2.5% on the previous year. Adjusted EBITDA represents EBITDA adjusted to take into account non-cash and non-recurring items, as well as to add back cash rent payments, which are no longer recognized in operating expenses under the AASB 16 leases accounting standard. We consider that this represents the best measure of the group's performance given its current structure. We consider this as a strong result, coming in slightly above the earnings guidance provided by the company in February 2021. It also reflects $3.7 million of distribution income from the strategic portfolio in the 2021 year, due to some of the complicated accounting requirements around the transaction.

With the full benefit of the minimum preferred distribution to be reflected in the 2022 financial year, we remain comfortable with our existing 2022 earnings guidance of adjusted EBITDA of $40 million-$42 million. The directors determined an unfranked dividend of $0.06 per share to be paid and was paid on September 10th, 2021. Added to the interim dividend of $0.035 per share, this brings the total for the year to $0.095 per share. The 2021 financial year combined interim and final dividends equates to a payout ratio of 80% of adjusted EBITDA.

While it is always a matter of ongoing consideration by the board to ensure the dividend policy reflects the evolving needs of the group, Navigator's current dividend policy remains a payout of between 70% and 80% of adjusted EBITDA. Corporate governance is always a priority of the Navigator board, and we see it being especially important at times like these, where global conditions require the group to be responsive in changes in its operating environment. Board composition is of key importance, and the last 12 months have seen a number of steps forward in terms of renewing the membership of the board. During the 2021 financial year, Randall Yanker stepped down from his board position in order to take an executive position to support the growth of the NGI strategic business through the identification and evaluation of potential transactions.

We thank Randall for his time of service while on the board, as a board member, and look forward to his ongoing contribution to the success of the Navigator Group. The AGM also marks the resignation of long-term board member, Andy Esteban. Andy has been a director of Navigator since June 2008. And during his tenure has contributed enormously. He has seen the organization through many changes, with the most memorable being the global financial crisis, significant capital restructures, and most recently, the transformative transaction with Dyal Capital Partners. We particularly thank Andy for his service as the Chair and Audit and Risk Committee.

As chair of the Audit and Risk Committee, Andy's knowledge and professionalism has been invaluable to the success of Navigator, and he'll be greatly missed by the board and staff alike. I'd also like to say that Andy has been enormously supportive to me in my role as Chairman, and informally and formally. While we're sorry this time with the company has ended, we wish him the very best in any new endeavors, and hope that he can enjoy extra time with his family, friends, and pursuing personal interests. Thank you again for your many years, Andy, and continue to have a good time with your alternative activities, which I understand is restoring an old Sydney Harbor ferry. So that'll keep you busy. With Andy retiring, we welcome Suvan de Soysa as an Independent Non-Executive Director in September.

We welcomed, I should say, him in September 2021. Suvan has had a long and well-rounded career in the Australian wealth management industry, including a number of senior executive roles. Suvan's experience covers a broad range of business areas within the wealth management area. Having headed various departments, including the financial planning, business development, strategic alliances, and acquisitions. These responsibilities have given him a breadth of experience, including with multi-jurisdictional transactions and business partnerships. We look forward to Suvan's contribution as Navigator continues to expand and evolve, including as the incoming chair of the Audit and Risk Committee. We are actively seeking an additional board member to further enhance the board's diversity of gender and skill sets.

We've appointed Korn Ferry, who has provided us with a shortlist of potential candidates, and we expect to be in a position to appoint an additional female director in the near future. I also understand that under the terms of the Dyal transaction, Dyal has the right to nominate a director to the Navigator board. Dyal has not yet exercised this right, but it may remain in that letter of description to do so. I note that director tenure continues to receive more attention in terms of being a governance consideration this year, and tenure is taken into account when considering a director's ongoing independent status. The board as a whole is satisfied with the tenure of directors holding office after this AGM, that they are satisfied that this has not adversely impacted their ability to exercise independent judgment.

However, we will continue to give this due consideration as we take additional steps on our path to renewed board composition. The Performance Rights Plan. Aside from the usual business to consider, the 2021 annual report and the re-election of directors, the business of this year's meeting includes some important resolutions relating to remuneration. Of note, and subject to relevant shareholder approvals at this meeting, the board intends to introduce a Performance Rights Plan, which will facilitate grants of performance rights to key executives within the Navigator Group. The group's remuneration structure includes a combination of fixed remuneration and variable or at-risk remuneration. The granting of performance rights to eligible staff, including the CEO, introduces a long-term incentive component to this structure.

The board is satisfied that the proposed grant of performance rights will enhance the existing remuneration structure in a way which aligns with the interests of shareholders and prospective shareholders and is consistent with market practice. The performance metrics for grants will be based on achieving targets of total shareholder return and Navigator Group EBITDA per share, weighted equally, as the board believes that these metrics most closely align to delivery of value to shareholders. Details of the proposed grant for the CEO are set out in the notice of meeting. I'll now hand the meeting over to our CEO, Sean McGould, for his address. Thank you very much.

Sean McGould
CEO and Executive Director, Navigator Global Investments Limited

Thank you, Mike. I'd also like to thank Andy Esteban for his years of service, and we'll certainly miss him on the board. Gonna start off tonight by discussing really the three key drivers of success in the core of our business. Namely our clients, our team, who we rely on to deliver high-quality services, and the fees we earn from providing these services to our clients. 2021 was an excellent year of growth, with AUM ending at $20.9 billion. The biggest increase to AUM came from the $7 billion added from the NGI Strategic Portfolio on an ownership adjusted basis. This portfolio has performed well since acquisition.

We caution, though, that AUM is not a direct metric of the attribution that the NGI Strategic Portfolio will make to future Navigator financial results over the next several years, given the minimum preferred distribution arrangement in place, which Mike explained earlier. However, it is very encouraging to see the portfolio growing through both investment performance and net inflows, and we will believe it will be a very valuable long-term investment for the group. We are very pleased that despite the difficult start to the 2021 year, Lighthouse was able to reverse the initial impacts of the pandemic through strong investment performance results across its portfolios, particularly in the first half of the financial year. These investment performance results aided client retention efforts.

Lighthouse also saw opportunities for new clients emerge, showing positive net inflows in both its hedge fund and managed account services products. These service offerings remain a key area of expected future growth. The combined effect of investment performance and client retention has led to an 18% increase in Lighthouse AUM. As December 31st, 2021, group AUM is $21.5 billion, reflecting our newly acquired 34.1% interest in funds under management and advice of Longreach Alternatives Limited. The stake was acquired at the end of September 2021, and even at this early stage, is showing excellent growth and performance prospects. We look forward to discussing Longreach in more detail at the upcoming interim results release. Next, I'd like to talk about average fee rates.

Fee rates are a consideration for investors, and we engage with clients and potential clients to ensure that fees are structured to provide an appropriate alignment of interests. The average management fee for the 2021 financial year was 58 basis points per annum, down 8 basis points from the prior year. This management fee rate represents the blended net management fee rate across all Lighthouse AUM. The average management fee rate is largely a function of the AUM mix from the three various types of services offered by Lighthouse. As each service has its own distinct management fee rate based on the typical account size and scope and complexity of services provided to clients under the various service offerings.

The reduction in average fee rate reflects the AUM in commingled funds has decreased over the last 18 months and has generally been replaced by AUM, which earns lower management fees. We are very pleased, however, to see that net redemptions from our commingled products have reduced every quarter since June 2020 and are now at more stable levels consistent with historical norms. Another factor impacting the average management fee rate is the introduction of more product offerings, which have a performance fee component but lower base management fee. This introduces more potential variability to Lighthouse overall fee revenue, but does provide good potential upside in strong performance years.

Again, I would remind everyone, although the Lighthouse management fee rates are lower and some of the performance fee income is greater, we do have the preferred income structure off of the strategic portfolio with Dyal that overall stabilizes our management fee and incentive fee revenue mix over time. Last thing I'd like to talk about is the people. We are always conscious that the nature of our business means that one of our most important assets is our people. It is their unique knowledge and specialized expertise in what is a complex area of asset management, which enables us to deliver results and quality services to our clients. The group had 117 employees as of June 30, 2021, which is a nominal increase from the previous June.

As Mike mentioned, we are very pleased to deliver adjusted EBITDA of AUD 31.6 million for the 2021 financial year, with statutory EBITDA of AUD 37.8 million. I take this opportunity to highlight a few key points about these results. The reduction reflects the full year impacts of the redemption activity after the start of the pandemic in March of 2020, as well as the reduction in average management fee rates as a result of changes in products mix comprising total AUM. Direct performance fee revenue for the year was AUD 13.5 million, an increase of AUD 8 million on the previous financial year. Strong investment performance, particularly in the first half of 2021 financial year, drove the significant increase. Accounting income from the NGI Strategic Portfolio was AUD 3.7 million.

However, the full benefit of the fiscal year 2021 profit sharing on the portfolio was $19.5 million, taking into account the U.S. $15.8 million of cash acquired in the transaction. Operating expenses, net of revenue from fund expense reimbursements and provision of office space, and adding back cash lease payments now recognized as a financing cost were stable, only increasing by $200,000 or less than 1% on the prior year. Increases in staff costs, primarily due to higher variable compensation, were offset by cost reductions across most other expenditure areas. The 2021 financial year was yet another busy and challenging year. It has definitely been an exciting one in terms of growth and has laid the groundwork for even more growth by acquisition. The NGI Group is more diversified than ever before.

It is powered by high quality earnings diversified across product, client type, and geography. It is also positioned with the financial resources and capability to drive strong long-term growth. The NGI earnings profile is now highly diversified between Lighthouse and the six current investments in our NGI strategic portfolio. While Lighthouse continues to generate management fee concentrated earnings from a diverse product set and client base, the multi-year outlook of the stable, well-covered preferred earnings stream from the NGI strategic portfolio is also extremely valuable for supporting additional acquisition growth. The Lighthouse business is well-positioned for growth across multiple products and continues to invest in additional product innovation. In particular, there's strong interest in the hedge fund products, and we are actively launching additional products in this space as we see demand.

The NGI strategic managers also continue to actively launch new products and strategies, creating a basis, a sound basis for continued growth. We've had a very active pipeline of new potential strategic investment and acquisition opportunities with the Longreach Alternatives investment being the first to come to fruition. We believe there's a large opportunity set to explore, and we continue to critically evaluate these opportunities to look for investments which will fit our broader diversification strategy and generate sound future cash flows. Dyal Capital Partners has also been an excellent strategic partner in assisting us with identifying and evaluating potential transactions. I and the board remain extremely excited about the potential for additional profit growth over the coming year. We are very excited about the outlook for Navigator.

With that, I will pass it back to Mike for the more formal part of the meeting.

Michael Shepherd
Independent Chairman and Non-Executive Director, Navigator Global Investments Limited

Thanks, Sean. Can I say, thank you for your contribution over the last year. I'd like to add. I don't think anywhere else in the meeting this opportunity arise, but I'd like to extend my thanks to the whole board, who have been cooperative, friendly, and very supportive. I look forward to working with them in the coming year. That brings us to the formal business. The formal business of the meeting matters which require resolution and are outlined in the notice of meeting. The notice of meeting was dispatched to all shareholders, and I propose that notice of meeting has been taken as read. The resolutions for consideration today may only be voted on by shareholders, proxy holders, and shareholder company representatives.

Shareholders online through the virtual meeting platform have the opportunity to ask questions on each matter being put to shareholders. Now, moving to the resolutions, I propose to call a poll on each of these resolutions. After outlining each resolution, I will invite any questions and then pause to allow voting via the electronic voting cards. Voters may, of course, be submitted at any time during the meeting. The first item of ordinary business is the tabling of the financial report, the director's report, and the auditor's report for the financial year ended June 30th, 2021. The reports are laid before the meeting as required by the Corporations Act 2001, but are not the subject of a resolution. The opening addresses, including the discussion of the company's performance.

The earlier addresses included discussion of the company's performance for the 2021 financial year. Now I'll pause for any questions on those accounts. Amber, do we have any questions?

Amber Stoney
CFO and Company Secretary, Navigator Global Investments Limited

No. No questions, Mike.

Michael Shepherd
Independent Chairman and Non-Executive Director, Navigator Global Investments Limited

Let's give it another little while for those who may wish to ask a question. No. Okay. Now for the rest of the meeting, not the financial accounts, can I ask shareholders to wait till the end of the meeting and we'll take all the questions at that time? Questions may also be asked of our auditor, Rebecca Burrows, in relation to the conduct of the audit, the content of the audit report, accounting policies adopted by the company, and the independence of the auditor in carrying out the audit. As this relates to the financial statements, I will take questions on that matter now. Are there any questions? Okay, Amber.

Amber Stoney
CFO and Company Secretary, Navigator Global Investments Limited

No online questions, Mike.

Michael Shepherd
Independent Chairman and Non-Executive Director, Navigator Global Investments Limited

Okay.

Amber Stoney
CFO and Company Secretary, Navigator Global Investments Limited

Are there any phone questions?

Operator

We have no questions on the phone.

Michael Shepherd
Independent Chairman and Non-Executive Director, Navigator Global Investments Limited

Okay. As there are no further questions, we'll move to the second item of business. This is the remuneration report. Under the Corporations Act 2001, listed companies are required to include, as part of their directors' report, a remuneration report which includes specified information. The directors have prepared a remuneration report for June 3rd, 2021, and it is included in the annual report on pages 22 to page 31 and has been made available to shareholders. The act requires companies to put to shareholders a non-binding vote to enable shareholders to voice their opinion on matters included in the report. The board will consider the outcome of the vote and comments made by shareholders on the remuneration report at the meeting when reviewing the company's remuneration policies.

On our second resolution put to the meeting, being that the remuneration report for the financial year ended June 30, 2021 be adopted by passing an ordinary resolution as set out in the notice of meeting. Are there any questions on this? Amber?

Amber Stoney
CFO and Company Secretary, Navigator Global Investments Limited

No. No questions.

Michael Shepherd
Independent Chairman and Non-Executive Director, Navigator Global Investments Limited

None on the phone line?

Operator

No questions for this resolution.

Michael Shepherd
Independent Chairman and Non-Executive Director, Navigator Global Investments Limited

Okay. As there are no questions, I'll pause briefly to allow you to finish voting, and then we'll move to the next item of business. Amber said and I said earlier, you can continue to vote through the meeting on all these resolutions. The next items on the agenda is the re-election and election of directors. As stated in the notice, two directors must retire at the AGM, and while both Andy Esteban and myself retire, only I am offering myself for re-election. Separate resolutions are put to the meeting for each director. In addition, a new director was appointed under rule 8.1C of the company's constitution. In accordance with that rule, his appointment must be approved by shareholders at this meeting.

The background experience of each director is set out in the explanatory notes to the notice of meeting, so I will not repeat those details. As the next resolution relates to myself, I'll hand over to Andy Esteban to chair this part of the meeting. Thanks, Andy. You're on mute, Andy.

Andy Esteban
Independent Non-Executive Director, Navigator Global Investments Limited

I'm unmuted. Thank you. Firstly, thanks very much for the very kind comments from both you, Mike and Sean. Very much appreciated. So Resolution 3A concerns the re-election of Michael Shepherd as a director of the company. Are there any questions submitted online regarding Mr. Shepherd's election?

Amber Stoney
CFO and Company Secretary, Navigator Global Investments Limited

No questions, Andy.

Andy Esteban
Independent Non-Executive Director, Navigator Global Investments Limited

Did we get okay. Are there any other questions as I'll pause briefly to allow you to finish voting? No questions online? No? Okay. On that happy note, I will pass the-

Michael Shepherd
Independent Chairman and Non-Executive Director, Navigator Global Investments Limited

I think you might need to read the proxies lodged and the outcome.

Andy Esteban
Independent Non-Executive Director, Navigator Global Investments Limited

Proxies lodged, well, for the resolution, 113,322,656. Open 287,775. Against 13,305,852. There's 30,968,186 have been disregarded. I think that's at this stage, it's been passed.

Michael Shepherd
Independent Chairman and Non-Executive Director, Navigator Global Investments Limited

Okay. Thanks, Andy.

Andy Esteban
Independent Non-Executive Director, Navigator Global Investments Limited

Yep.

Michael Shepherd
Independent Chairman and Non-Executive Director, Navigator Global Investments Limited

Thank you very much for that. Thank you to the shareholders for their vote of confidence. The next Resolution 3 B, and you'll see a slide up there, relates to the election of Suvan de Soysa as a director of the company. This confirms, I mentioned earlier, Suvan's appointment as a director in September. As at the close of proxies, the votes for this resolution: for 125,279,657, which is 98% of those casting a vote. Open, 287,775. I should point out that as Chairman, I will vote those open in favor of the resolution. Against, there were 1,391,237, and 30,965,800 were disregarded. On that basis, I declare the resolution carried, and congratulations Suvan. We look forward to working with you, continuing to work with you in the coming year. Sorry, I should have paused there for questions. Are there any questions on that resolution?

Amber Stoney
CFO and Company Secretary, Navigator Global Investments Limited

No. No questions, Mike.

Michael Shepherd
Independent Chairman and Non-Executive Director, Navigator Global Investments Limited

Okay. Thank you. My apologies for that. Approval of the Performance Rights Plan. Next item of business relates to the approval of the Performance Rights Plan as we foreshadowed in previous parts of the meeting. As I said then, the main terms are set out in the notice of meeting. If this resolution passes, any shares issued as a result of the grant of performance rights under the Performance Rights Plan will not be counted towards any future capital raising conducted by the company as an exception to ASX Listing Rule 7.1 for a period of three years from the date of the resolution, which resolution is approved. Are there any questions submitted regarding the Performance Rights Plan? No? And phone line? Okay. When the-

Operator

No questions on this.

Michael Shepherd
Independent Chairman and Non-Executive Director, Navigator Global Investments Limited

Okay. Thank you. The proxies lodged in relating to Resolution 4 were for 92,380,486, which is 97%, 97.94%. Open, 233 and 93, which as I said, I intend to vote for the resolution. Against, 1,712,246. Disregarded, 63,598,644. I therefore declare the resolution passed, and I believe it's a big step in aligning the interests of management with those of shareholders, which is always a key issue for me anyway. Resolution 5. That Resolution 4 was the approval of the overall plan. This resolution requires the shareholders approve a grant of 305,810 Performance Rights to Sean McGould on the terms and conditions as outlined in the explanatory notes, the notice of meeting, as required by ASX Listing Rule 10.14. Are there any questions submitted online or by phone regarding the Performance Rights to the CEO?

Amber Stoney
CFO and Company Secretary, Navigator Global Investments Limited

No online questions, Mike.

Michael Shepherd
Independent Chairman and Non-Executive Director, Navigator Global Investments Limited

No. That's right. Thank you.

Amber Stoney
CFO and Company Secretary, Navigator Global Investments Limited

Yeah.

Michael Shepherd
Independent Chairman and Non-Executive Director, Navigator Global Investments Limited

Okay. On that basis, I did read out the proxies, didn't I? Yeah.

Amber Stoney
CFO and Company Secretary, Navigator Global Investments Limited

Not yet, no.

Michael Shepherd
Independent Chairman and Non-Executive Director, Navigator Global Investments Limited

Thank you. Okay. On that basis, I declare the resolution carried. Resolution 6: Approval of potential termination benefits. Resolution six requests that shareholders approve potential termination benefits as set out in the explanatory notes to the notice of meeting to eligible employees. These are a renewal of benefits approved by shareholders at the 2018 AGM. Approval is sought in accordance with Sections 200B and 200E of the Corporations Act to allow the giving of benefits to each current and future eligible senior executive, as described in the explanatory notes to the notice of meeting, in connection with the retirement of that person from any office in the company or a related body corporate referred to in Section 200B of the Corporations Act. Are there any questions submitted online or by phone on this?

Amber Stoney
CFO and Company Secretary, Navigator Global Investments Limited

No online questions, Mike.

Michael Shepherd
Independent Chairman and Non-Executive Director, Navigator Global Investments Limited

Okay. Thank you.

Operator

There are no questions.

Michael Shepherd
Independent Chairman and Non-Executive Director, Navigator Global Investments Limited

At the close of proxies, the votes were for: 85,571,914, which is 90.71%; open, 256,093, which I intend to vote in favor of the resolution; and against, 8,506,397; disregarded, 63,590,065. On that basis, I declare the resolution carried. Thank you. We now come to some technical changes to the constitution. The amendments cover provisions relating to execution of electronic documents, method of payment of dividends and distributions of capital, conduct of general meetings, and amendments to directors' remuneration to reflect changes in the ASX listing rules. Just to add to this includes the ability for us to have virtual meetings. Can I say this in no way?

Amber Stoney
CFO and Company Secretary, Navigator Global Investments Limited

Sorry, Mike, just to interrupt you. That's actually the next resolution.

Michael Shepherd
Independent Chairman and Non-Executive Director, Navigator Global Investments Limited

Oh, beg your pardon. It's a separate one. Okay.

Amber Stoney
CFO and Company Secretary, Navigator Global Investments Limited

Yes.

Michael Shepherd
Independent Chairman and Non-Executive Director, Navigator Global Investments Limited

Thanks, Amber. Look, are there any questions on these particular amendments to the constitution?

Amber Stoney
CFO and Company Secretary, Navigator Global Investments Limited

No online questions, Mike.

Michael Shepherd
Independent Chairman and Non-Executive Director, Navigator Global Investments Limited

Okay. Thank you. At the close of proxies, we have 95,508,603 votes in favor, which is 98.18%. Open, 279,470, which I intend to vote for. Against, 1,491,249. Disregarded, 60,645,147. On that basis, I declare the resolution carried. These are further technical amendments to the constitution. This concerns the approval of technical amendments to the constitution, which would permit the company to hold general meetings in a fully virtual format.

These constitutional amendments are being proposed in light of the government's stated intention to introduce permanent virtual meetings into the Corporations Act to give the company flexibility when responding to circumstances such as COVID pandemic and to reflect the developments in market practice as virtual meetings become more commonplace. I will now make the comments I tried to make earlier. This should not be construed by any intention by this company to only hold virtual meetings. It may be worthwhile, and which we have done in the past, to hold hybrid meetings where directors from overseas can attend, but it was certainly not my intention to have total virtual meetings. I think face-to-face meetings with shareholders are a healthy and a much more practical way to continue these meetings.

This would only be used in circumstances which we are currently in, where we have restrictions on people gathering, et cetera. Are there any questions lodged online or by phone?

Amber Stoney
CFO and Company Secretary, Navigator Global Investments Limited

No online questions, Mike.

Michael Shepherd
Independent Chairman and Non-Executive Director, Navigator Global Investments Limited

Okay. Thank you. On that basis, the votes received for 114,180,164 or 90.17%. Open, 1,229,470, which I intend to vote for. Against, 11,215,125. Disregarded, 31,299,710. On that basis, I declare the resolution passed. I'd now like to open the meeting for any further questions from our meeting participants today. These can be addressed to the CEO, the auditor, myself, Amber, anyone. Do we have any questions, Amber?

Amber Stoney
CFO and Company Secretary, Navigator Global Investments Limited

I don't currently have any coming up online.

Michael Shepherd
Independent Chairman and Non-Executive Director, Navigator Global Investments Limited

Let's just wait for a little while to give people a chance.

Amber Stoney
CFO and Company Secretary, Navigator Global Investments Limited

Are there any phone questions by the phone line?

Operator

We have no questions on the phone lines.

Michael Shepherd
Independent Chairman and Non-Executive Director, Navigator Global Investments Limited

Okay. Let's do another 30 seconds. Okay. That brings us to the end of business of the meeting. As I previously mentioned, shareholders are advised that they can submit their vote online until 5 minutes after the meeting closes. Ladies and gentlemen, on behalf of the board, I'd like to thank you for support and now declare the meeting closed. Hopefully next year, we can meet in person for those of you who can get to it. Thank you very much.

Amber Stoney
CFO and Company Secretary, Navigator Global Investments Limited

Oh. Sorry, Mike, just before you go, I did just get one very late question if you'd like to-

Michael Shepherd
Independent Chairman and Non-Executive Director, Navigator Global Investments Limited

Yeah, sure. Absolutely.

Amber Stoney
CFO and Company Secretary, Navigator Global Investments Limited

Sorry. The question has asked if we can discuss the recent downturn in markets. I'm gonna suggest that perhaps Sean is the correct person to address.

Michael Shepherd
Independent Chairman and Non-Executive Director, Navigator Global Investments Limited

I certainly would like someone else to explain that rather than me.

Amber Stoney
CFO and Company Secretary, Navigator Global Investments Limited

All right.

Michael Shepherd
Independent Chairman and Non-Executive Director, Navigator Global Investments Limited

Sean.

Amber Stoney
CFO and Company Secretary, Navigator Global Investments Limited

This is, just so you know, this has been asked by Mark Hancock.

Michael Shepherd
Independent Chairman and Non-Executive Director, Navigator Global Investments Limited

Okay. Thank you, Mark.

Amber Stoney
CFO and Company Secretary, Navigator Global Investments Limited

Sean, you're still on mute.

Michael Shepherd
Independent Chairman and Non-Executive Director, Navigator Global Investments Limited

Sean? Oh, he might have gone off.

Sean McGould
CEO and Executive Director, Navigator Global Investments Limited

Can you hear me?

Michael Shepherd
Independent Chairman and Non-Executive Director, Navigator Global Investments Limited

Yeah, we can now.

Sean McGould
CEO and Executive Director, Navigator Global Investments Limited

Yeah, I lost the video. I'm sorry. I've still got the audio.

Michael Shepherd
Independent Chairman and Non-Executive Director, Navigator Global Investments Limited

No problem.

Sean McGould
CEO and Executive Director, Navigator Global Investments Limited

'Cause I did click to leave. No, the recent market, you know, downturn, again, you know, we're seeing, you know, normalized results across the fund. It's just, yeah, a lot of things that were very high growth and very high, highly valued, needed to correct. We're seeing that correction now, particularly in the U.S., just for high growth, low profitability stocks. You know, it's something that we thought would happen at some point, and we've really tried to minimize exposure, you know, across the board to either, you know, growth or value, any type of stylistic bet. In addition to, you know, COVID versus, you know, lockdown versus reopening, types of situations.

It has been a very tricky time period in the markets. It's not surprising that we've seen this type of correction and a little bit more of a reversion to pre-pandemic levels of market activity. We're certainly seeing some tightening out of the U.S. or rhetoric for tightening monetary and fiscal conditions out of the U.S., which typically leads to lower asset prices. You know, on the flip side of that, we're seeing China possibly change their monetary and fiscal stance. It'll be interesting to see what's you know, what's transpire or what transpires throughout the year. This was not unexpected.

Michael Shepherd
Independent Chairman and Non-Executive Director, Navigator Global Investments Limited

Thanks, Sean. Mark, have you got any follow-up questions? If you can type quickly.

Amber Stoney
CFO and Company Secretary, Navigator Global Investments Limited

I haven't seen anything come through yet, but I did get a question over email, just asking if Sean is able to explain at a high level, just how North Rock is tracking in terms of where it sits in the business at the moment.

Sean McGould
CEO and Executive Director, Navigator Global Investments Limited

North Rock continues to perform well. It had a good year last year. We continue to have a robust pipeline. For North Rock, total assets in the fund are about $3.5 billion. We'd like to see that grow this year, you know, to $4.5 billion, if not $5 billion. There's a lot of activity related to North Rock. The pipeline of portfolio managers looks good. We continue to push a little bit more into Asia in the current year, which is great. Europe is strong, U.S. is strong, so remain very optimistic about North Rock.

Michael Shepherd
Independent Chairman and Non-Executive Director, Navigator Global Investments Limited

Thanks, Sean.

Amber Stoney
CFO and Company Secretary, Navigator Global Investments Limited

Okay. I do have a follow-up question from Mark Hancock, just asking if there's any implications for the earnings guidance, which we reaffirmed, during your presentation, Mike, that we still-

Sean McGould
CEO and Executive Director, Navigator Global Investments Limited

Yeah. Amber-

Amber Stoney
CFO and Company Secretary, Navigator Global Investments Limited

...are comfortable with AUD 40 million-AUD 42 million.

Sean McGould
CEO and Executive Director, Navigator Global Investments Limited

Amber, I think we'll be discussing it in more detail as well, Amber, in about two weeks time, if I'm correct. Two or three weeks time at the half year results, correct?

Amber Stoney
CFO and Company Secretary, Navigator Global Investments Limited

Yes.

Michael Shepherd
Independent Chairman and Non-Executive Director, Navigator Global Investments Limited

Sorry, I didn't quite get the question, the second part, the early part of that question.

Amber Stoney
CFO and Company Secretary, Navigator Global Investments Limited

It's just to ask if, given the discussion Sean just had about the markets, whether we think there's any implications for the guidance that we have-

Michael Shepherd
Independent Chairman and Non-Executive Director, Navigator Global Investments Limited

I, um-

Amber Stoney
CFO and Company Secretary, Navigator Global Investments Limited

...reiterated-

Michael Shepherd
Independent Chairman and Non-Executive Director, Navigator Global Investments Limited

Yeah. Yeah. Yeah.

Amber Stoney
CFO and Company Secretary, Navigator Global Investments Limited

...the $40 billion-$42 billion-

Michael Shepherd
Independent Chairman and Non-Executive Director, Navigator Global Investments Limited

Yeah.

Amber Stoney
CFO and Company Secretary, Navigator Global Investments Limited

... of EBITDA for 2022.

Michael Shepherd
Independent Chairman and Non-Executive Director, Navigator Global Investments Limited

Well, we-

Amber Stoney
CFO and Company Secretary, Navigator Global Investments Limited

At this stage, you know.

Michael Shepherd
Independent Chairman and Non-Executive Director, Navigator Global Investments Limited

Yeah.

Amber Stoney
CFO and Company Secretary, Navigator Global Investments Limited

... given where we're at, there's no change to guidance.

Michael Shepherd
Independent Chairman and Non-Executive Director, Navigator Global Investments Limited

I think, Mark, you can take, as we have said that at an annual general meeting, that is to the best of our knowledge at this stage. That is up to date. Of course, it's continually reviewed, and if we believe that our forecasts are significantly at odds and significantly. What would we normally use, Amber? More than 10%?

Amber Stoney
CFO and Company Secretary, Navigator Global Investments Limited

A bit less probably. You know, we'd be looking at implications more about over five-

Michael Shepherd
Independent Chairman and Non-Executive Director, Navigator Global Investments Limited

Yeah.

Amber Stoney
CFO and Company Secretary, Navigator Global Investments Limited

... to understand it on both the qualitative and quantitative.

Michael Shepherd
Independent Chairman and Non-Executive Director, Navigator Global Investments Limited

We would make an announcement. As Sean says, we'll be reviewing that again when we have all the data in for the half year. Anything else come in, Amber?

Amber Stoney
CFO and Company Secretary, Navigator Global Investments Limited

No other questions pending.

Michael Shepherd
Independent Chairman and Non-Executive Director, Navigator Global Investments Limited

Okay. Terrific. Well, thank you very much all again, and, as I said, we'll look forward to seeing you next year in person, hopefully. Thank you.

Powered by