Good morning. I'm Tony Robinson, the chair of Pacific Current Group and the chair of this meeting. I'm delighted to welcome you all to the extraordinary general meeting of shareholders of Pacific Current Group Limited. Thank you for your attendance today. I appreciate if all mobile phones or your mobile phones could be turned off. We've got one person here, but people on the line. By the way, well, I'm ignoring the shareholders' representatives up the back there, so my apologies to them. The time has passed 10:30 A.M., and as we have a quorum of members present, I declare the meeting open. I will now introduce our directors. Joining me today is our Non-executive Directors, Michael Clarke and Gilles Guérin. Paul Greenwood, our Managing Director, CEO, and Chief Investment Officer, is unable to join us today.
Also joining us, in person today is our CFO, Ashley Killick, and our Company Secretary, Clare Craven. Finally, our General Counsel and CCO, David Griswold, is joining us via the webcast. The agenda today, today's meeting is set out on your screen. Before commencing with the formal business of the meeting, I'll outline the procedures of the meeting. Shareholders and proxy holders participating in person will be able to vote and ask questions. Any shareholder, proxy holder, or visitor who is listening to the audio webcast will not be able to vote or ask questions. The notice of today's meeting dated the 19th of March, 2024, was made available to all shareholders on our webcast. I will take the notice as read. I will now explain how voting and questions will work for the meeting.
When you registered your attendance this morning, you will have been issued with an attendance card. Those with a blue card can ask a question and vote at the meeting. Those with the yellow card can ask a question but not vote. Visitors with a white card are not entitled to vote or ask a question. The board has determined that voting at this meeting will occur by way of a poll. So that you have enough time to vote, I will shortly open voting, and it will stay open until the meeting closes. As we, as we formally put the one resolution we have today to the meeting, the proxy numbers received in relation to the resolution will be shown on the screen. The numbers will include votes on undirected proxies cast by the Chair, as set out in the notice of meeting.
As Chair, I will vote all directed proxies in accordance with the direction provided by the shareholders and all undirected proxies in favor of the resolution. Today we have appointed Julian Muzzin of Computershare, the company's share registrar, as the returning officer. After the votes have been counted and reviewed by the returning officer, the results of the meeting will be released to the ASX and made available on our website. I now declare voting open. You can submit your votes to the returning officer at any time. Shareholders and proxy holders attending this meeting in person today will have the opportunity to ask questions about the resolution of this meeting. We ask you to keep your questions short and to the point. Once the resolution has been introduced at the meeting, you may wish to ask a question. Please hold up your registration card.
As Chair, I reserve the right to rule out questions that do not relate to the business of this meeting. Resolution one. We now come to the formal business of the meeting. I'd like to start by giving you a brief background on the proposed transaction. In November last year, the company completed a strategic transaction process. As part of that process, the board considered the future strategic direction of the company having regard to a number of factors, including valuable feedback received from our shareholders. Since then, we have been considering different opportunities, which would be of great value to our business and shareholders. On the 15th of March, 2024, PAC entered into agreements to externalize investment management by appointing an affiliate of GQG Partners to provide investment management services to PAC and also agreed to sell three boutique investments to and to another affiliate of GQG.
As a result, the majority of PAC's US-based employees, including the investment team led by PAC's managing director, Paul Greenwood, would become full-time employees of GQG, ensuring continuity while providing PAC with a significantly lower cost structure, more appropriate for the nature of its portfolio going forward. PAC will appoint an affiliate of GQG to provide investment managers' management services to PAC for two years, with the possibility of extending the relationship upon mutual agreement. Paul Greenwood will act as portfolio manager, and the PAC board will continue to consider and approve all major portfolio and company actions. Paul Greenwood would step down from the PAC's board at the time of the completion of the proposed transaction and finalization of the documentation related to the externalization of the management of the investments.
This and the restructure of PAC's back office function in the United States would mean an immediate net cost savings for PAC of approximately AUD 6 million compared to the first half 2024 on an annualized basis. We expect other savings going forward. PAC will receive approximately $71 million for the sale of its boutiques. In connection with the sale of PAC's interests in Avante, one of those three, the buyer will also be responsible for future deferred and contingent consideration payments outstanding as at the date of completion of the proposed transaction. PAC will also have the right but not the obligation to invest in any GQG-sponsored investment vehicles focused on GP stakes. Additional details of the resolution are set out in the notice of meeting.
The board considers the proposed transaction is in the best interest of the company for a number of reasons, including that it substantially reduces PAC's expense structure. The arrangements with GQG maintain continuity of the management of the current portfolio. It preserves optionality for PAC. It monetizes part of PAC's portfolio at an attractive price, and PAC retains a portfolio of investments that have attractive value upside related to PAC's current share price. The board, other than Paul Greenwood, who makes no recommendation on account of the fact that he is a director of GQG, unanimously recommends shareholders vote in favor of the resolution. Each PAC director intends to vote all shares over which he or she has control or in which he or she has a relevant interest in favor of the resolution.
As stated in the explanatory memorandum, the PAC board is considering the most appropriate use of the proceeds from the proposed transaction together with receipts from the recent sale of PAC's investment in GQG. Shareholders would have seen an update provided to the ASX yesterday advising of the company's intention to seek shareholder approval at an EGM, likely to be in July 2024, to return up to AUD 275 million, possibly more, of surplus capital to shareholders, by way of equal access off-market buyback. The board believes an off-market buyback will provide most benefit to shareholders. PAC currently anticipates the buyback will be affected by the end of September 2024, subject to obtaining the requisite tax ruling and shareholder approval. Are there any questions on the resolution?
Just wait.
Brian Short, retail shareholder. I'm just wondering if you could give some indication, if in the information for this meeting and the press release last night, you're talking about there'll be a substantial distribution by some means to shareholders?
Yeah.
I'm just wondering how you and your choice or your preferred option seems to be a share buyback.
Yeah.
I'd just like to put it out there. How will you determine the share buyback price?
Yeah.
I can see that that could be done by the Board. It could be done by the independent directors.
Yeah.
Or it could be done by an independent expert.
Yeah.
I'm just wondering if you could give an indication of which path you might be going down?
Yeah. That's a great question, Brian. And the answer is that it'll ultimately be a shareholder decision. So we'll make the recommendation to shareholders about the quantum of the buyback and the price. The recommendation to shareholders will be a product of an independent party. We've actually appointed Flagstaff to help us with that. Geoff Cohen's here from Flagstaff. Then the independent expert will also come up with an opinion. We'll get another independent party to have a look at that. But ultimately, the board will be making the recommendation to shareholders. But the board will be working with other parties to ensure that we're thinking about this in a full and complete way. It's a complicated question, because you know, it's both a, you know, in some ways, it's a capital return.
But it's also because of a number of reasons, it'll be executed as a buyback. But it's also a buyback. And a buyback brings a slightly different lens to the question of pricing than the thought of a capital return. But also, it's got lots of other things that feed into pricing. And a simple example of the other piece is the recent $11 offer, the fair value of the portfolio. The fact that the buyback will be all cash, which will leave the people that are left in the business with completely different sort of asset base than the one at the start of the process. At the start of the process, it's roughly 50% cash, 50% subjective valuation. At the end of the process, it's gonna be 100% subjective valuation.
How do we factor that into what's fair for both the exiting shareholders and the continuing shareholders? You know, what price is likely to see us get enough interest in the buyback for us to be able to get that amount of cash, you know, to shareholders? So it is a complex thing for us to be wrestling with. And as I said, we'll be using external parties to help us get, you know, to a recommendation for shareholders. And then the remaining shareholders will get to vote on it. Any other questions? Okay. As there's no other questions, I'll now put the resolution to the meeting. The proxies received in relation to this resolution are shown on the screen. Please now select for, against, or abstain for resolution one. I'll pause to allow everyone to vote.
It's on the back.
On the back?
Yeah. All right. I think everyone's looking like they've done what they needed to do. So, on that basis, we'll close the poll and close the meeting. Thank you for attending. And we'll be around afterwards if you've got any other questions. Thank you.