AGM 2020

Aug 3, 2020

Good morning. Welcome to the PointsBet Holdings Limited two thousand twenty general meeting. My name is Brett Payton, and I'm your chair. We have a quorum, and I'm pleased to declare the meeting now open. I'm delighted to be able to extend a warm welcome to our shareholders for participating through this online meeting platform. I would also like to start by introducing my fellow directors, Sam Swinell, the chief executive officer and managing director. Morning, Sam. Nick Fay, chief commercial officer and executive director. Morning, Nick. Hi, McCluskey. Peter McCluskey, chair of the audit risk and compliance committee and a member of the remuneration and nominations committee. Morning, Peter. Morning. Tony Simons, chair of the remuneration and nomination committee and a member of the audit risk and compliance committee. Morning, Tony. Morning. And Becky Harris, member of the Audit Risk and Compliance Committee and the Remuneration and Nominations Committee. Morning. Morning, Becky. Welcome from Melbourne. Shareholders today this morning will be asked to formally appoint Becky Harris as the director of the company. The notice of meeting was distributed to all shareholders, and copies are available from our ASX announcement. I take the notice of meeting as read. As set out in the notice of meeting, the four proceedings comprise two resolutions. The resolution will be decided by a poll. Voting on the resolutions is now open. Click the voting icon in the navigation bar of your screen to display the resolutions. You can vote any time during the proceedings until I declare the voting closed. You can also change your vote at any time throughout the proceedings. I will give you a clear prompt later at the meeting to warn of the close in voting. You will we will also take the opportunity for questions. If you are attending online, you can start submitting questions now by clicking the question icon. Thank you for some questions coming through. We will advise your questions later in the proceedings. Please note the questions should be limited to the resolutions being put before shareholders today. The company will release its full financial results later this month, and therefore, I'm we as a company are unable to answer any questions regarding the company's financial or trading performance today. If you have any difficulties voting or submitting questions, please consult the Lumi user guide, which can be accessed within the platform or linked to within our notice of meeting. I will now move to the formal business of the meeting. Firstly, casting your hope. I advised at the beginning of the meeting that we will vote on the resolutions by way of a poll. Voting is already open and will remain open during discussions on the resolutions. I will also provide you with a notice that the polls are about to close. Results will be with the ASX after the conclusion of the meeting. Please note that only shareholders, proxy holders or authorized shareholder representatives may vote. Any undirected proxy votes given to the chairman will be voted in favor of the relevant resolutions. Any directed proxies given to you by the shareholder will automatically be cast as directed when the poll is closed. The voting icon is available within the gap navigation bar. Once you click on this, the resolution will appear on your screen along with the for, against, and abstain voting options. Simply select one of those options to cast your vote. When voting is closed, your final voting selection will be recorded. If we have any difficulties or if you have any difficulties, please refer to the user guide, which can be accessed through the platform. I pete I appoint Peter Render of Computershare Investing Services as the returning officer. Good morning, Peter. We will move to consider the first resolution, which relates to the ratification of prior issue of placement shares. Resolution one, ratification of prior issue replacement shares. The resolution and summary of the votes received before the meeting now appears on the screen. On 11/01/2019, the company announced that it had conducted a placement to institutional investors together with an accelerated renounceable entitlement offer with retail rights trading. As part of this, the company issued 16,666,667 shares at an issue price of $3.60 per share to institutional investors on 11/2019 under the placement component. The funds raised from the issue of the placement shares have been used to support marketing, client acquisition, technology and product development, US business development comprising market access and government licensing fees, and sports book fit out costs. And balance sheet flexibility, the placement shares were issued to a s were issued pursuant to ASX listing rule 7.1. This resolution seeks shareholder ratification pursuant to ASX listing rule 7.4 for the issue of placement shares under ASX listing rule 7.1. By ratifying the issue of placement shares, the subject of this resolution, the company will retain flexibility to issue equity securities in the future up to 15% annual placement capacity set out in ASX Listing Rule 7.1 with the requirement to obtain shareholder approval. The directors recommend in favor of this resolution or resolution one. I now open the floor for questions and discussions. I note there's a question here from the Australian Shareholders Association. Thank you. Rob, Michael Roby from the Australian Shareholders Association asks, can we give a brief outcome of the accelerated rights issue? And what percentage of retail stock took up the rights, and how many traded them? I'll turn to our company secretary, Andrew Henscher, to respond to that particular question there. Andrew? Thank you, Brett, and thanks, Mike, for the question. In terms of the, take up, it was 99.65% of retail take up, which obviously is a very high, high percentage, and we're very pleased with that. In terms of the percentage of retail traded, at this stage, I'm happy to provide further details of that. We don't have that information in front of us, but it certainly was a very strong entitlement offer, and the book milled process for those rights that weren't taken up were also highly competitive. And I believe that shareholders that, did not take up their rights got 80¢ per per share in in that regard. And, Mike, again, you've asked a question which which relates to asking for a quick update on the effects of COVID in both your market in both of our markets, presumably Australia and The United States. That's a question I think Sam Swanella, our chief executive, can respond to. Thanks, Brett. Yeah, I think it's really a tale of two contrasting outcomes. In Australia, we've had a situation where there's been obviously not a lot of entertainment options out there, not just the closure of other in person venues like TABs, casinos, pubs and clubs that contain pokies, etcetera, have not been did not operate through that through that lockdown period of COVID. But in addition to that, obviously, there was no bars and restaurants, movies. So in terms of entertainment options, we were one of the few entertainment options going, and certainly there's been a transference of, some wagering dollars, offline online. I would say that my expectation would be that gambling as a whole in Australia would be well down, but, being an online operator, like a lot of businesses, whether it's food, etcetera, that transfer consumer behavior online has certainly been a bit point of it. In The US, the market has essentially been a little bit on hold, from a sports betting perspective. The big four US sports, were absent for all of q four, all of the last quarter. We did a great job in, providing alternative content for our clients to bet on and keeping our clients engaged. But for the large part, you know, activity as expected was lower. And as a result of the fact that there are no big four sports, we, as communicated, have dropped out or did drop out marketing substantially. So, and and as did everyone else. Obviously, we grew our market share in New Jersey, which was great, but it was in a sort of lower environment without the with the absence of those big four US sports. Thanks, Sam. Are there any further questions? None on this resolution, Brett. Okay. Thanks. So we'll move to the next resolution, resolution two. The appointment of director, missus Becky Harris. The resolution summary of the votes received before the meeting now appear on the screen. Becky Harris was appointed on the 11/11/2019 to fill a casual vacancy pursuant to rule 7.1 b of our constitution. Becky is a distinguished fellow in gaming and leadership at the University of Nevada, Las Vegas International Gaming Institute. In this capacity, Becky works with regulators, operators, academics, and other stakeholders on a host of gaming and leadership related issues and projects. Importantly, Becky is the former chairwoman of the Nevada Gaming Control Board, NGCB, and a former Nevada state senator. Becky also is a former member of the National Council of Legislators from Gaming States, NCGLS, an association of lawmates from across The United States, and formally chaired the responsible gaming committee and served as treasurer. The board considers miss Harris miss Harris, sorry, to be an independent director. I'm delighted, to welcome Becky to the board. Her expertise and strong knowledge of the evolving US sports betting landscape has already proved great benefit to the company. I could not think of a better set of skills to assist the board as we execute on our strategy, particularly in The United States. The directors recommend that shareholders vote in favor of resolution two. Are there any questions on this resolution? There are no questions at this time. Thanks, Andrew. If there are no more questions, which there seem to be not, I will proceed with the resolutions to be considered. I would like to advise that shortly the voting on all resolutions will close. We will take a few minutes now to allow you to finish voting. Please complete your voting now. Andrew, I think we've waited an elegant amount of time on that particular pause there. So, if I could declare voting closed? Yes. Please note that the final slide the final results will be advised to the ASX. Thank you all for your attendance. The meeting is now closed.