Good morning, everyone, and welcome to the PointsBet Holdings Limited scheme meeting. My name is Brett Paton, and I'm Chair of the PointsBet Holdings Board of Directors and the Chair of this meeting. I'm pleased to be with you today to share this important meeting, which relates to the scheme of arrangement whereby all of the issued shares in PointsBet are proposed to be acquired by MIXI Australia and PrideShot Limited, a wholly owned subsidiary of MIXI Inc, which I'll refer to during this meeting as MIXI. Before we start, for those in the room, could you please—I'd like to please ask you to switch off your mobile devices and move on to silent. Please also note that the use of recording devices during this meeting is not permitted. Quorum. This meeting, we're holding a scheme meeting for PointsBet.
As it is now, just past 9:00 A.M., being the scheduled start time for this meeting, I'm advised that the necessary quorum is present. I declare the scheme meeting open. We're conducting this meeting as a hybrid meeting today, which is a combined in-person and virtual meeting. I'm conducting the meeting from the offices of Baker McKenzie in Melbourne CBD, and shareholders are attending here in person and also participating online. For those attending in person, in the event of an emergency, please follow the directions of Baker McKenzie and PointsBet teams. For those joining via the Computershare online meeting platform, it allows shareholders, proxy holders, and guests to participate in the meeting online. Shareholders and proxy holders have the ability to ask questions either orally or typed, and to submit votes in real time.
Whilst logged into the Computershare meeting platform, you can also access the notice of meeting, scheme booklet, and supplementary scheme booklet by selecting the documents icon. The notice of meeting and the scheme booklet, which also contain the independent expert report, was released to the ASX on the 8th of May, 2025, and dispatched to shareholders on the 13th of May, 2025. On the 17th of June, 2025, a supplementary scheme booklet was lodged and made available on the ASX announcements platform.
The supplementary scheme booklet contains information about certain events which have occurred following the dispatch of the scheme booklet dated the 8th of May, 2025, and predominantly relate to the improved scheme consideration offered by MIXI of AUD 1.20 per PointsBet share, the entry into a bid implementation agreement with MIXI pursuant to which MIXI has agreed to make an off-market takeover bid for all of the issued share capital of PointsBet at AUD 1.20 cash per PointsBet share, conditional upon the scheme resolution not being approved today, to be referred to as the MIXI takeover offer, and the unanimous rejection of the Betr proposal terms defined in the supplementary scheme booklet as announced to ASX on the 3rd of June 2025 and also the 16th of June 2025. I will take those documents as read. Fellow shareholders, today is a significant day in the history of PointsBet.
Today, shareholders are being asked to vote on the proposed scheme of arrangement under which MIXI would acquire all of the shares in PointsBet. As previously announced, pursuant to the MIXI takeover code, MIXI has agreed, subject to certain disclosed terms and conditions, to make an off-market takeover bid for all of the issued capital of PointsBet at AUD 1.20 cash per PointsBet share should the scheme resolution not be approved today. I would now like to introduce PointsBet board members as well as members of the PointsBet senior executive team that are here with us today. Seated here with me in Melbourne is their Managing Director and Chief Executive Officer, Sam Swanell, and directors, Peter McCluskey, Tony Simons, a bsent, and Kosha Gada, together with their Group General Counsel and Company Secretary, Andrew Hensher, down the far end.
Joining us virtually are North America-based directors, Becky Harris, William Grounds, and Manjit Gombra Singh. Also at the front here is PointsBet's Group Chief Financial Officer, Alister Lui, at the end. Procedural matters. I will now set out the details of the meeting and its operation. PointsBet shareholders today are being asked to vote on the scheme as enclosed with the scheme booklet, which reflects the original offer price of AUD 1.06 per PointsBet share. However, if shareholders approve the scheme by voting in favor of the resolution, PointsBet will seek the court's approval of the scheme as amended based on the improved scheme consideration of AUD 1.20 per PointsBet share. As set out in the notice of scheme meeting, voting on today's resolution will be by poll.
With votes lodged in person and online, on that basis, I now declare the poll open and will keep the poll open so you can vote at any time during the course of this meeting. Following discussion on the resolution, proxy votes which have been cast on the resolution will be displayed on the screen. Only eligible shareholders are represented or attorney for an eligible shareholder or a proxy for an eligible shareholder are entitled to vote. Any directed proxies that are not voted will automatically default to me as Chair of the meeting, and I'm required to vote these proxies as directed. Any proxies that are open and available to the Chair of the meeting will be voted in favor of the resolution. Those voting today in person need to have obtained their voting cards available to you when registering.
Shareholders or proxies in the room with blue voting cards or yellow non-voting cards are welcome to ask questions. If you're eligible to vote at the meeting and are present in the room, you can mark your voting intention on the reverse side of the blue voting card and return your completed card to the Computershare representative as you leave the meeting. If you have difficulty completing your voting card, please raise your hand and a representative will assist you. If you're participating in the meeting online and have logged into the online platform, a voting icon will soon be displayed at the top of your device screen if it hasn't already. Once you click this voting icon, the resolution will appear on your screen and you can select your voting option. To cast your vote, select one of the options.
There is no need to hit a submit or enter button as the whole vote is automatically recorded and you'll receive a vote confirmation notification on your screen. You can change your vote during the meeting up until I declare the poll closed, which will be at the end of question time. Please submit your vote any time from now until voting ceases. Peter Renda from Computershare is the returning officer for the purpose of conducting and determining the results of the poll, the results of which will be announced to the ASX later today. Tony.
Welcome.
Tony Symons, fellow director. The notice of scheme meeting, which is attached to the Betr booklet, provides shareholders with the information on how to participate, ask questions, and vote at the scheme meeting.
For those of you attending the meeting here in person, once we've come to question time, you can ask a question by making your way to the microphone attendant, showing your blue or yellow admission card. For those attending online, questions can be submitted through the online meeting platform at any time from now until the time at which voting on the scheme resolution is closed. To ask a question, select the Q&A icon, select the topic from the drop-down menu, and type your question in the next box at the bottom of the screen. Once you have finished typing, please press the send button to submit your question. To ask a verbal question, follow the instructions on the online meeting platform.
Please note that questions should be limited to the scheme resolution being put before shareholders and may be moderated to avoid repetition, and if questions are particularly lengthy, we may need to summarize them in the interest of time. Depending on the question asked, I will either answer it myself or ask another PointsBet director or members of the executive team here today to respond as appropriate. I may take questions on notice if necessary. I ask that shareholders restrict themselves to no more than two questions or comments, and I encourage you to submit your questions as soon as you can. If, despite the plans and the contingencies made, we have a technology issue during the scheme meeting, a recording of the meeting will be made available on our website.
In the event that the online meeting platform is not able to operate, I will advise at that time how the meeting will proceed, taking into consideration the number of shareholders that may be impacted and the extent to which participation in the business of the meeting is affected. Moving to the details of the scheme. As your Chairman, I'm incredibly proud of our accomplishments since this company was listed in 2019, including the development of a U.S. sports betting business and its ultimate sale for $225 million. The establishment of PointsBet as a leading Australian wagering platform with a strategically significant position in the local Australian wagering market and the expansion of our operations in Canada.
The market has in recent times recognized the significant efforts of our lean yet highly skilled team with PointsBet share price increasing by an impressive 103% over the 12 months leading up to the announcement of the scheme. However, our business is not without its challenges, notably. The competition in Canada is fierce and our Canadian business has yet to achieve profitability. In Australia, the regulatory outlook remains uncertain and there is the prospect of potential future increases in taxes and product fees. In addition, PointsBet's best-in-class compliance standards mean it faces risks to its VIP revenue, in particular from smaller operators with less rigorous compliance frameworks. In contrast to the risks facing PointsBet as a standalone entity, if the scheme is approved and implemented, it will deliver certain cash consideration of AUD 1.20 per PointsBet share.
The scheme consideration of AUD 1.20 cash per PointsBet share represents a significant premium of 44.6% to the closing price on the 25th of February 2025 of AUD 0.83 per PointsBet share, the last closing price before the announcement of the scheme, and 40.3% to the one-month volume weighted average price of AUD 0.86 for the period ended 25 February 2025, and AUD 0.09-AUD 0.24 to the betterment to the independent expert valuation range of AUD 0.96-AUD 1.11 per PointsBet share. The scheme consideration implies an enterprise value of AUD 402 million and represents an implied EV/EBITDA multiple of 28.7-36.6 based on PointsBet's FY 2025 EBITDA guidance. The scheme booklet sets out various reasons why PointsBet shareholders may want to vote in favor of the scheme and various reasons why they may not want to vote and they may want to vote against the scheme.
These are set out in detail in the scheme booklet. The scheme booklet contains further information, including details regarding the risks associated with the scheme as well as the risks associated with shareholders continuing investing in PointsBet. The PointsBet directors appointed Grant Samuel & Associates Pty Limited as the independent expert to assess the merits of the scheme. The independent expert has concluded that the scheme is fair and reasonable and in the best interests of PointsBet shareholders in the absence of a superior proposal as defined in the scheme booklet. Additionally, following the release of the supplementary scheme booklet, the independent expert provided a letter to PointsBet directors which confirmed that the information in the supplementary scheme booklet does not change the independent expert's conclusion that the scheme is fair and reasonable and in the best interests of PointsBet shareholders in the absence of a superior proposal.
The independent expert's full commentary in relation to the scheme is contained in the independent expert's report, which is included in the scheme booklet. The PointsBet directors unanimously support that you vote in favor of the scheme in the absence of a superior proposal and subject to the independent expert's continuing to conclude that the scheme is fair and reasonable and in the best interests of PointsBet shareholders. Prior to the scheme meeting, each PointsBet director has instructed that any of the PointsBet shares held or controlled by them be voted in favor of the scheme in the absence of a superior proposal and the independent expert continued to conclude that the scheme is fair and reasonable and in the best interests of PointsBet shareholders.
The interests of the PointsBet directors in PointsBet shares, including the interests of Sam Swanell, Managing Director and Group CEO of PointsBet, are set out in the scheme booklet. You should have regard to these interests when considering how to vote on the scheme. I can confirm that at the time of this meeting, no superior proposal has emerged and the PointsBet directors are not aware of any superior proposal that is likely to emerge. As the market is aware, PointsBet has dealt with Betr Entertainment Limited on various non-binding indicative offers for some time. All have been accompanied with significant media commentary and speculation, while none have culminated into a formal proposal capable of consideration and acceptance by PointsBet shareholders.
I want to be very clear that the PointsBet board, together with your management and their advisers, have acted constructively and in good faith in fully assessing the Betr proposal. Any representation of the contrary is without a basis. I refer shareholders to PointsBet ASX announcement dated 16 June and 23 June 2025, pursuant to which PointsBet board set out the reasons why the original Betr proposal was material below the AUD 1.20 in cash per PointsBet share being offered by MIXI and why the Betr potential takeover offer, noting that Betr is yet to disclose precise formal terms of such a potential takeover offer, is flawed in many respects. Now, turning back to the resolution being put before the shareholders today. As announced by PointsBet to the ASX, MIXI received FIRB approval for the transaction on the 12th of June 2025.
MIXI has also received approval from the Northern Territory Racing and Wagering Commission, thereby satisfying the NTRWC's approved condition. MIXI also has indicated it has well progressed with obtaining Ontario approvals. The scheme is not subject to any financing or due diligence conditions. At the time of today's meeting, the PointsBet directors are not aware of any circumstances which would cause any of the other outstanding conditions not to be satisfied or waived if applicable. The scheme is also conditional on the court on this meeting approving it by the requisite majorities and also conditional upon the Federal Court of Australia approving the scheme at the second court hearing tomorrow. If the scheme is approved by PointsBet shareholders today, the key events and the expected timing in relation to the approval and implementation of the scheme are set out in the timetable set out in the supplementary scheme booklet.
The court hearing to approve the scheme is currently scheduled for 10:15 A.M. Melbourne time on 26 June 2025. We will now move to the formal business of the meeting. We have one item of business to consider today, namely the following resolution as set out in the notice of meeting included in the scheme booklet. That is that, pursuant to and in accordance with the provisions of section 411 of the Corporations Act, the scheme of arrangement proposed between PointsBet Holdings Limited and the holders of its ordinary shares other than the excluded shareholder is as contained in and more particularly described in the scheme booklet of which the notice convening this scheme meeting forms part is agreed to with or without amendment or any alterations or conditions as approved by the Federal Court of Australia, to which PointsBet Holdings Limited and MIXI Australia Proprietary Limited agree.
As a reminder, if shareholders approve the scheme by voting in favor of the resolution, PointsBet will seek the court's approval to the scheme as amended based on the approved offer of AUD 1.20 per share. For the meeting to proceed, voting in favor of the scheme resolution must be received from the requisite majorities of PointsBet shareholders, as explained in the scheme booklet. The requisite majorities for the scheme are a majority in number, more than 50% of PointsBet shareholders who are present and voting either in person or by proxy attorney, or in the case of corporate shareholders, by corporate representatives, and at least 75% of the total number of votes cast on the resolution to approve the scheme by PointsBet shareholders who are present and voting either in person or by proxy attorney, or in the case of corporate shareholders, by corporate representative.
I will now ask shareholders and proxy holders whether they have any questions regarding the scheme resolution.
There are two questions online, Chair. The first were both from Mr. Stephen Mayne, who has 53 shares. The first question was, "The AFR Rear Window column carried a piece last week criticizing the MIXI scheme proposal that it brought forward AUD 20 million in incentive payments to a range of insiders. Can the Chair please comment on what he thought of the article, whether it's accurate, and whether there is anything different in our situation that compared to what normally happens in scheme arrangement takeovers?"
Being that our Chief Legal Counsel and Company Secretary might ask for some comment on that, I'm not really, Stephen, I'm not really interested in commenting on how I feel about the article. I don't comment on the press.
As to the shareholder entitlements, the employee entitlements, there are 83 widely dispersed, 83 in number, some of which are rolling off in July anyways, I think approximately about 1/3 , Stephen. Those incentives were put in place to motivate and stimulate staff, and accordingly, they are binding agreements which are part of their employment contract, essentially. So it's the view of MIXI, it's the view of us that those shares should be paid out by MIXI because those parties would otherwise not be able to achieve those outcomes because it would be no longer a public company. Thank you.
Thanks, Chair. Just to add to that, obviously the key employee share scheme was approved by shareholders, and those provide provisions for the board to have discretion in these scenarios, which is very common across all listed companies.
It's actually a benefit to shareholders that these are not vested and then voted in terms of the scheme because that would dilute, obviously, shareholders. The AUD 1.20 is provided to each shareholder per share, regardless of the performance share rights vesting. As the Chair mentioned, 1/3 of those, almost AUD 5 million, would have vested in the ordinary course on the 1st of July. It is inaccurate to talk about AUD 20 million worth being accelerated. To the question in relation to how are these often treated, often these are actually vested prior to the scheme vote, and those individuals are able to vote on the scheme resolution, given that when the company ceases to be listed, they are unable to achieve some of the performance conditions in relation to those performance rights.
Another question?
Perfect. The next question is also from Mr. Stephen Mayne.
Thank you for disclosing the proxies, however, showing early signs that the scheme is likely to be defeated. How did Betr/BlueBet manage to move so easily to acquire a blocking stake of 19.9%? Were there any particular institutional shareholders that delivered that leverage, and why did we proceed with a meeting when a 20% stake is always likely to defeat a scheme requiring 25% approval?
Yes, Stephen, we've not been in direct contact with any of the shareholders that supplied those shares at various prices on market and off market at or around AUD 1.10. We haven't sought to intervene as to why they sold. They simply saw an opportunity to take presumably some risk off the table. I think that's the second part of the question. Hensher, you might comment on?
Sure. Yeah. Obviously, as you're no doubt aware, a scheme is a court-approved process.
The court has approved that this scheme went forward. Regardless of a 19.9% stake, there was always the ability for the scheme to be achieved in terms of the requisite majorities, and therefore it was clearly in the best interest of all shareholders to continue with the meeting as proxies. Whilst they closed 48 hours ago, shareholders are more than welcome to attend today's meeting and vote in favor. There are no further questions, Chair.
Any questions from the floor? Thank you, everybody. I will now display the proxies for the resolution received prior to the meeting, which is shown on the slide displayed.
The proxies received in the scheme resolution prior to the meeting were 173,607,504 shares in favor, representing 69.47% of PointsBet shareholders who voted by proxy, 2,360,402 votes undirected representing 0.94% of PointsBet shareholders who voted by proxy, noting, "I will vote undirected votes given to myself as Chair in favor of the resolution," and 73,950,271 votes against, representing 29.59% of PointsBet shareholders who voted by proxy, noting this includes 66,033,329 votes from Betr Entertainment Limited, who previously announced their intent to vote against. The Betr votes against represented 89.27% of the total vote against. Interestingly, these results clearly go against the various public statements made by Betr, both to the press and formally to the ASX, including as recently as the 20th of June 2025, that based on their unsolicited interactions, Betr are aware that several PointsBet shareholders have indicated significant support for the Betr proposal.
When removing the Betr vote from the proxy results, over 95.68% of PointsBet shareholders voted in favor of the resolution, a clear indication of support for the MIXI scheme by PointsBet shareholders. This further reinforces the informed understanding of our shareholders that there is only one proposal which is capable of acceptance, binding, fully funded, and delivers cash and timing certainty of AUD 1.20 per PointsBet share, and that is the MIXI scheme. We've been dealing with Betr on various non-binding indicative offers for some time now, all have been accompanied by significant media commentary, speculation, and unsubstantiated forecasts. None have culminated in a formal proposal. It would appear our shareholders have adopted a clear view that they've had a certainty of cash on a timetable which is known. Ladies and gentlemen, that concludes the resolution and the business of the scheme meeting.
I would now ask that for those of you in the room here today, if you have not already completed your voting cards, to do so. Representatives of Computershare are available in the room to collect your voting cards. For those of you who have joined online, please finalize your online voting now. You should not feel obliged to wait until the end of the poll until the votes of the poll have been counted and announced to the meeting. As a result of the poll, it will be announced to the ASX and posted on PointsBet's website later today. I'll just pause for a little longer. The polling. Thank you. I now declare the scheme meeting of PointsBet closed, subject to the conduct and conclusion of the poll. Thank you for attending, ladies and gentlemen.