Good morning, ladies and gentlemen. I'm Anne Ward, Chairman of the Board of The Star Entertainment Group. On behalf of the Board, I would like to welcome you today to the Event Centre at The Star Sydney. Thank you all for joining us and your fellow shareholders at this general meeting. This general meeting is being held as an in-person meeting while also utilizing our share registry's online meeting platform and being webcast live. Photography, audio, and video recording is not allowed during the meeting. Moving to the formalities of the day, as it is now after 10:00 A.M. Sydney time and a quorum is present to constitute the meeting, I formally declare the meeting open. I would like to begin by introducing your Board of Directors.
In attendance with me today on the stage is Steve McCann, our Group Chief Executive Officer and Managing Director, and our non-executive directors, Michael Eisenberg, Deborah Page, Tony Thornton, and Peter Hodgson. Also with us today are Jenny Yuan, our Company Secretary, and members of our Group Leadership Team. I'd now like to outline the procedural aspects of this meeting. For those shareholders joining online, the online meeting guide, which is available on our website, explains how to participate in today's general meeting, including how to vote and ask questions during the meeting. If we experience any technical issues today, a short recess or an adjournment may be required, depending on the number of shareholders being affected. If this occurs, I will advise you accordingly.
If there is a significant technological issue and we need to adjourn the meeting to another time or date, we will lodge details with the ASX and provide updates on our website. Only shareholders, their appointed proxies, or corporate representatives are entitled to ask questions or vote at this meeting. All other attendees are welcome as observers. Now, we gave shareholders the opportunity to submit questions before the meeting. We have received and responded to a number of written questions from shareholders. I will address a number of those questions at the start of the time for questions, which reflect the more common themes of the many questions we received ahead of the meeting. Shareholders will also have the opportunity to ask questions in relation to the business of today's meeting.
To allow the greatest opportunity for all in attendance to participate, any questions must be relevant to the business of this meeting. I will take questions in one block. We will not have a separate question session for each resolution. When I open the questions and you want to ask a question, that is the time to do it. If you wish to ask a question, please raise your hand in the room at the time when questions are being taken, and one of our attendants will bring you the microphone. Please show your green or yellow admission card to the microphone attendant, and they will introduce you. Shareholders who wish to submit a written question online can do so now at any time up until the question time.
While you can submit your questions from now on, I will not address them until the time when questions are being taken. Online participants who wish to ask a question verbally may do so through the virtual meeting platform by clicking on the Ask a Question button and follow the instructions on your screen. When it is time to ask your question, the phone operator will introduce you to the meeting, and you will be prompted to speak. Please mute your other electronic devices before you speak to avoid technical difficulties for you and for other shareholders. If at any time you no longer wish to ask a question, you can click on Star two on your screen. If you need further guidance, please refer to the online meeting guide.
Now, as stated in the notice of meeting, voting today will be conducted by way of a poll on all resolutions. In order to provide you with enough time to vote, I now declare the poll open for all resolutions. Shareholders, authorized representatives, and appointed proxies in attendance here in the Event Centre, you will need a green card to vote on each resolution. If you are a joint shareholder or you have already voted prior to the meeting and have elected to let your vote stand, you would have received a yellow non-voting card, which means you may speak at this meeting but not vote. If you are eligible to vote and have not received a green card, please see a representative of our share registry, MUFG Corporate Markets, in the foyer.
As a reminder, visitors holding a red card are not eligible to vote or speak at this meeting. For shareholders and proxy holders here in the Event Centre, please complete your voting card by placing a mark in the For, Against, or Abstain box for each resolution on your green voting card. Proxy holders who hold open votes will need to record a vote for or against the resolution on the ballot paper. If the shareholder appointing the proxy has given directions on the proxy form as to how the proxy should vote, then the vote will already be recorded in accordance with that direction. You only need to vote the open votes on the voting card. If you need to leave early, you can place your completed voting card in one of the ballot boxes near the exit or at the registration desk outside.
If you have any questions about how to complete the voting card, please see the representative from the share registry here today. Shareholders who are participating through the online platform may submit their votes on all resolutions now or at any time during the meeting up until five minutes after the close of the meeting. To obtain a voting card for your holding, click on the Get a Voting Card button and enter either your shareholder number and postcode or country or the proxy number that you received from the share registry prior to the meeting. If you have more than one shareholding, you will need to get a voting card for each holding. To vote, click on the For, Against, or Abstain buttons for the relevant items and click on the Submit Vote button at the bottom of your electronic voting card after completion.
If needed, you can edit your voting card at any time during the meeting up until the time I declare that voting is closed. In relation to the items of business to be considered today, all resolutions are ordinary resolutions that require a simple majority of votes in favor of the resolution. As set out in the notice of meeting, there are voting restrictions applicable to these items. Votes cast by Bally's, Investment Holdings, or their nominees or associates will be disregarded for the relevant items unless they are holding directed proxies. For each item of business, the total number of valid proxy votes and direct votes received for that item and how those votes have been directed will be displayed in respect of that item. Where undirected proxies have been given to the Chairman, I will be voting in favor of all resolutions.
Now, before we proceed to the formal items of business, I will first provide my address. This address has already been released to the ASX this morning and is also available for you to read on the Company's website. On 7 April 2025, The Star announced that it had entered into a binding term sheet with Bally's for a strategic investment in the form of a multi-tranche convertible note and subordinated debt instrument with a principal value of AUD 300 million. On 8 April 2025, The Star further announced that its largest shareholder, Investment Holdings, had entered into a binding commitment letter to subscribe for AUD 100 million of the combined strategic investments on substantially the same terms as the Bally's strategic investment. Shareholders should note that the strategic investments will not involve the acquisition of any existing shares from shareholders.
If the convertible notes issued to Bally's and Investment Holdings are converted into shares, their respective relevant interests in the Star's shares will each exceed 20%, and when aggregated, will exceed 50%. As a result, shareholder approval is required under Section 611, Item 7 of the Corporations Act. Shareholders are being asked to provide this approval so that the Star can proceed with the issuance of the tranche two convertible notes. A detailed explanatory memorandum and independent experts' report regarding the strategic investments were appended to the notice of general meeting, which was sent to shareholders and released to ASX on 26 May 2025. I will take these documents as read.
As shareholders will be aware, The Star is facing significant uncertainty regarding its ability to continue as a going concern amid a challenging operating environment and several claims, including awaiting judgment in the civil proceedings launched by AUSTRAC, the hearing of which concluded on 11 June 2025. The strategic investments by Bally's and Investment Holdings provide cash funding and assist The Star's ability to continue as a going concern, helping to avoid outcomes such as voluntary administration, which is likely not to be in the best interests of shareholders. The Star appointed Grant Samuel as the independent expert to provide a report on whether the strategic investments and the consequence of passing the strategic investments resolutions are fair and reasonable for shareholders. In its report, the independent expert has concluded that there are compelling reasons for non-associated shareholders of The Star to approve each of the strategic investments.
They will clearly, the shareholders will clearly be better off if the strategic investments proceed than if they do not. Accordingly, each of the strategic investments are reasonable, having regard to the interests of the non-associated shareholders of The Star. The independent expert has concluded that the terms of each of the strategic investments are not fair, but the methodology required for this analysis under the existing regulatory policy is at best theoretical and should not be the primary basis on which to judge the merits of the strategic investments. The Star is also seeking shareholder approval for the purposes of ASX Listing Rule 7.4 and all other relevant purposes to ratify the prior allotment and issue of 278,517,860 tranche 1A convertible notes to Bally's and 139,258,930 tranche 1B convertible notes to Investment Holdings on 11 April 2025.
These were issued on the terms and conditions outlined in the explanatory memorandum and form the basis of the placement capacity refresh resolutions. Having considered the reasons set out in the notice of meeting and the explanatory memorandum, and whilst acknowledging the reasons some may wish to vote against the strategic investments, the Star Board believes that the advantages outweigh the disadvantages. The directors of the Star unanimously recommend that shareholders vote in favor of the strategic investments and the placement capacity refresh resolutions. I encourage you to vote in favor of the resolutions today, which the directors believe are in the best interests of shareholders. On behalf of the Board, I would like to thank you for your ongoing support. We now come to the formal business of the meeting.
The notice of meeting was made publicly available on the Company's website on 26 May 2025 and was sent to shareholders by email or through the post for those who requested a printed copy. I will take the notice of meeting as read. I now invite questions from shareholders in relation to all of the items of business set out in the notice of meeting. I think for those who are just joining us, there are some vacant seats at the front which say reserved, but I suspect can be used now by shareholders. If you would like a seat, please come forward. If you are participating online, please send through your questions now. For shareholders online who would like to ask a question verbally, please click on Star 1 on your screen for the item of business that your question or business relates to.
If at any time you no longer wish to ask a question, you can click on Star 2 on your screen. I will now address a number of written questions we received prior to the meeting, which reflect the more common themes of the written questions received from shareholders ahead of the meeting. I will ask Patrick McGlinchey, our Chief Legal Officer, to read the questions out, and I'll provide responses to shareholders now. Patrick, can you please read the first question?
Thank you, Chair. The first question is as follows. Does the approval of the strategic investments mean shareholders will have their shares acquired by Bally's or Investment Holdings?
As I said earlier, the Star has entered into subscription agreements with Bally's and Investment Holdings to provide funding to the Star in the form of a multi-tranche convertible note and subordinated unsecured debt instrument with an aggregate value of AUD 300 million. This transaction provides important funding to the Star, but will not result in a payout to existing shareholders, nor will there be any acquisition of their shares by Bally's or Investment Holdings. Chair, the next question from shareholders. What will be done to restore value to shareholders? Bally's has said that it intends to bring its track record of revitalizing underperforming casino businesses, operating expertise and credibility, and experience with regulated gaming businesses across multiple jurisdictions. Bally's intends to partner with the Star in executing a successful turnaround of the Star's business and operations and enhancing its reputation with regulators and other stakeholders in Australia.
Bally's has said that the strategic rationale for its investment is a desire to preserve the Star's long-term potential to deliver a more resilient and sustainable business for shareholders and all other stakeholders. Investment Holdings has said their intention is to utilize the existing capabilities of the Star alongside the implementation of new measures to ensure the Star can return to profitability. Investment Holdings considers there to be areas within the casino and integrated resort offerings, gaming, bars, restaurants, function rooms, accommodation that requires finessing to address underperformance. Investment Holdings, through their personnel, will use their expertise to improve and further develop the Star to drive improved performance and sustainable growth.
The third question is as follows. What will happen to the Board if the strategic investments are approved by shareholders today?
If the resolutions are approved today and all necessary regulatory approvals are obtained and the convertible notes are issued and converted to shares in The Star, then the Board of The Star will comprise two directors nominated by Bally's, one director nominated by Investment Holdings, the Group Managing Director and CEO, and additional independent directors so that the Board comprises a minimum total of five directors.
The next question. How did the Board decide to recommend that shareholders vote in favor of the resolutions when the independent expert concluded that the strategic investments will result in an outcome that is not fair to shareholders?
As I said earlier, the independent expert was engaged to prepare a report setting out its opinion regarding whether the strategic investments are fair and reasonable.
The independent expert concluded that there are compelling reasons for non-associated shareholders of the Star to approve each of the strategic investments, noting that they will clearly be better off if the strategic investments proceed than if they do not. Accordingly, it concluded that the strategic investments are reasonable, having regard to the interests of the non-associated shareholders of the Star. Grant Samuel concluded that the terms of each of the strategic investments are not fair, but notes the methodology it was required to utilize to conduct this analysis under regulatory policy is at best theoretical and should not be the primary basis on which to judge the merits of the strategic investments. The Star and its advisors have pursued a range of funding options with an increasing degree of urgency over the last 12 months, including asset sales and a variety of recapitalization proposals.
As the independent expert said, the Star and its advisors have essentially exhausted all options. The strategic investments are the only remaining funding solution available to the Star at this time. The next question. Why is it that a punter can waltz into an RSL and launder tens of thousands of dollars in cash, yet they're unable to walk into a Star casino even to pass wind without first handing over proof of what they had for lunch for the last seven years? These questions are verbatim, I will say. According to the independent expert, the imbalance in the regulatory environments between casinos on the one hand and pubs and clubs on the other has been one of the main reasons why the Star has seen a sharp decline in EGM market share in both Sydney and the Gold Coast over the last two to three years.
The independent expert goes on to say that a reversal in The Star's fortunes would likely depend on legislative change that has yet to be mandated. There is a significant shift underway in the industry. The expectations of our regulators and state governments emphasize the achievement of a safer gambling environment across the board and ensuring gambling venues are free from financial crime. We continue to work closely with our regulators and state governments to ensure we are meeting their expectations.
The next question. Will shareholders be diluted if the strategic investments are approved?
Yes. If the resolutions today are approved and other regulatory approvals are obtained, then Bally's and Investment Holdings will be issued Convertible Notes. When those notes are converted into shares, the existing shareholder interests will be diluted.
Further details of the dilutive effect impact of the strategic investments on shareholders are included in some detail in the notice of meeting and the independent expert's report. Notwithstanding this dilutive impact of the strategic investments, the independent expert still concluded that non-associated shareholders of The Star will clearly be better off if they approve the transactions than if they do not.
The next question. What is the estimated total cost of the trigger event amounts payable to the CEO if shareholders approve these resolutions?
A trigger event under Mr. McCann's contract includes a change of control in The Star and entitles Mr. McCann to payment of any unpaid remuneration during the first two years of his employment, including any remaining fixed remuneration due for the period and any incentives or retention bonus amounts due during this period. The value of the benefits for Mr.
McCann, if the strategic investments constitute a trigger event under his employment agreement, have been estimated at about AUD 6,156,000, assuming that Mr. McCann remains employed by the Star in his current role at least until 8th of July 2026. Now, a trigger event will occur if all of the convertible notes issued to Bally's and Investment Holdings are converted and the Board of the Star is reconstituted to comprise a majority of directors appointed by Bally's and Investment Holdings.
The final written question received in advance, Chair, is what happened to the money raised from shareholders in 2023?
The funds raised during 2023 have been used to repay debt and to help finance the ongoing needs of the business, including substantial remediation efforts and joint venture contributions. Thank you, Patrick. I think those were all of the pre-submitted questions. I will now invite questions from the floor.
Following that, we will turn to written questions received through the online meeting platform during the course of the meeting, and I will then respond to any audio questions on the online meeting platform. Do we have any questions? Oh, sorry. I should remind you, as I said earlier, there will be one section for questions. This is it. Then we will move to each of the resolutions. We will not have a separate question and answer session for each resolution. Do we have any questions from the floor?
Chairman introduced Mr. Jenkins.
Thank you, Chairman and Board. I just wanted to give us an update in relation to the transaction earlier this year with the joint venture controlling the Star Brisbane and the implications of these resolutions for what is going to happen in terms of completion of that or non-completion of that.
Yeah, thank you for that question, Mr. Jenkins. We announced, I think it was the 7th of March, a heads-of-agreement was entered into by the Star with its two joint venture partners at the Queens Wharf. The Destination Brisbane Consortium is the name of the joint venture. We have since that time been working very closely with our joint venture partners to agree long-form documents to give effect to the heads-of-agreement. We are very close to completing that process but have not quite got there as yet. We are working, continuing to work closely with the joint venture partners to finalize those long-form documents. It is quite a complex transaction involving asset swaps and the like for those who have paid attention to the detail. Today's shareholder approval that we are seeking really should not have any impact on the arrangements that we are entering into with the joint venture partners.
We would expect those documents to be signed very soon. We'll announce to the market when that is the case. Question over here.
Good morning, Chair. I'm introducing Mr. Kiznikov as shareholder.
Thank you.
Good morning, everyone. Thank you, Madame Chairman. My name is Roman Kiznikov, and I am representing my personal shareholding, my company shareholding, and my self-managed super fund, five in total. I would like to ask all shareholders to support the deal. I don't know much about the Bally's company, but all of us know Boris Mattison as a great businessman who hopefully will take this great company out of its troubles. One thing I want to ask new management is to support current CEO Sydney, Ms. Janelle Campbell, and General Manager Paul Monahan, who is working hard to activate inactive customers. Thank you.
Thank you, Mr. Kiznikov. Thank you for your support.
I'll take that as a comment rather than a question for me. Do we have any other questions from the floor? There's one down the back, I think.
Good morning, Chair. Yes. Sorry. You got me? Good morning, Chair. I'm introducing our shareholder, Mr. Yang.
Thank you, Mr. Yang.
Good morning, Ms. Ward. I'm not sure if I read this wrong, but in the notice for the annual general meeting, I saw that the building that we're standing in right now, the Star Event Centre, was sold for AUD 60 million, and the funds, the net funds from that proceed, were AUD 58 million, but that they are to be held in escrow until shareholders pass resolution one. Can you confirm that that's correct? If so, why is it that shareholders have to give control 50-something % to Bally's until Star can access its own money? Thank you.
I think you did read that correct, Mr. Yang. The sale of the Event Centre and indeed any transactions involving this property requires the approval of our regulators in New South Wales. It was a condition of that approval that the funds, the net proceeds, be held in escrow. The trigger for release, one of the triggers for release, was the shareholder approval today. I could not speculate on why that was a condition provided by the regulators. It was their condition.
Chairman introduced Winston Tan Pascal, shareholder.
Morning, Chair. I have two questions here related to our ongoing concerns for shareholders. The first one is related to license that we have. We still have a temporary one. How is that going to get the permanent license? The second one is related to AUSTRAC. How is that going and what sort of penalties are we looking at?
Thank you. Thank you, Mr. Dan Pascal, I think I heard. Taking the first question, the license here at the Sydney property is currently suspended, and the license for the Gold Coast property is suspended, but that suspension is deferred. In both cases, the relevant regulators are intending to make a decision by 30 September this year as to whether the Star has made sufficient progress in its return to be suitable to hold those licenses. There is a framework set out for that decision, and we are expecting those decisions within a few months. I should say the Star is continuing to implement the remediation program as agreed with our regulators to demonstrate progress and hopefully restore our ability to hold those licenses without suspension. To your second question on AUSTRAC, I'm sure shareholders will be aware.
There was a hearing of the AUSTRAC claims in the federal court earlier this month that finished on the 11th of June, I think. To a large extent, the substance of the submissions in that hearing went to the size of the penalty that the court should impose on the Star in relation to the various allegations, many of which had been admitted by the Star in the lead-up to the hearing. AUSTRAC's submission was that the court should impose a penalty of AUD 400 million on the Star. The Star's submission is that any penalty exceeding AUD 100 million would materially jeopardize the company's ability to continue as a going concern. I can't go into a lot of the detail about the evidence that was provided because that is subject to a court confidentiality order.
We are expecting, we have been told by the judge not to expect a judgment before September, so we will receive a judgment in September or sometime later. Given that judgment's reserved, there's not much more that I can say about that.
Chairman introducing Guren Ghoda, shareholder.
Thank you. Before all of this happened, were there other considerations to reduce costs in the business? For example, I went inside the store today and I saw that there were so many lights open. There were maybe five, ten customers, one in every corner the size of a restaurant. I feel like the operations could have been made simpler, like maybe downsizing staff, maybe turning the lights off. There could have been many other possibilities before we reached this point. Were there any considerations for that at all?
Yes, Mr.
Ghoda, I can assure you there have been very substantial efforts made to reduce costs. We have, I believe, as at March, reduced our annual operating expenditure by more than AUD 100 million on an annualized basis. We have taken substantial fixed costs out of the business. You will be aware that we have obligations under our licenses to keep—I cannot comment on what you saw this morning—for areas of the business, the licensed premises to be open and to be lit and to be staffed during opening hours. Yes, I can assure you we have made very substantial efforts to reduce costs and achieved very significant savings. That work is ongoing.
I saw the provision for the fine is close to AUD 150 million. Is there any more information on what the fine could be? The media is stating AUD 400 million. There are claims all over the place.
Perhaps.
All I can say, we have a bulk provision. We do not have a specific provision in our accounts for the AUSTRAC penalty. All I can say, there is speculation in the media, which is basically speculating on what the judge will rule. We are not in a position—I am not in a position to speculate on what the judge will do. All I can do is repeat what I said before. AUSTRAC is asking for a penalty of AUD 400 million. The Star's submission is that any penalty exceeding AUD 100 million will materially jeopardize our ability to continue as a going concern.
Thank you. Chair introducing James Lowe, shareholder.
Thanks for—it's a chair. My name is James Lowe. I was at this company. I was three years ago holding the share for $4.50, and after that, $3.50, and $1.10, and to now, $0.11. I still trade at water.
Now what happened is the Bally's takeover. Any Bally's got a good idea is for shareholding and being shares coming back. That is very important for the old shareholding, which is where we are is support. It's a company. It's going up. We need to be more clear if Bally's got any do that the shares are going up. That's it today. We have the vote for Bally's. I heard about it, which is you say that as Bally's could be is turned to the share going to the water. Maybe lost, though. It's really have to—Bally's. How can I survive this one? Thanks.
Sorry, what was the question?
My question is, Bally's got any do? We today have the vote, which is no any chance. Once you vote, the Bally's will be any do, any feature for the shareholding. Yeah.
All I can say in relation to Bally's intentions is what I said earlier, that Bally's have said that they intend to use their existing expertise, their global expertise as an operator who specializes in turning around underperforming casinos to use that experience to turn around the Star business. We do not have any further detail from Bally's as to what they intend to do, but absolutely their intention is to improve, turn around the business and improve the share price for all shareholders.
Right. Another question is, Bally—the Bally is American law, which is the United States American law, maybe easy to running. Now is the New South Wales, which is we are waiting for AUD 400 million, maybe get a penalty. This is the Bally should be think about these things and how you can survive.
Yes, I agree with you.
Bally's will be operating under Australian law. The Star operates under Australian law. Thank you.
Next question.
Chair, I'm reintroducing Mr. Yang.
So my second question is regarding the judgment of the independent experts, Grant Samuel. Now, you said earlier that they've judged the resolution one and two dilution by Bally's and Bruce Matheson to be reasonable and good for the company on balance. However, you then said that Grant Samuel also said it was unfair, not fair rather, but you quickly added the addendum that it was prepared on a theoretical basis and something along those lines. I put it to you, isn't it true that all of Grant Samuel's judgment is theoretical and thus their judgment that it is reasonable and good for the takeover to go ahead is also on a theoretical basis? So it's at a price of AUD 0.08 per share.
Now, I think everybody knows that Star is in a tough position right now. This is true. I have never heard of a corporate takeover at a 33% discount to current market prices. My question is, there has to be some price at which Bally's put forward that it would be better for us as shareholders to just chance it and go to liquidation. What share price would Bally's have to offer for us to be better off and just say, "Let's sell everything Star has at fire sale prices and see what we get"? Do you have a judgment on that?
A couple of things, Mr. Yang. The words I used earlier around reasonable, best interests, not fair, those were not my words or Star's words. I was quoting words from the independent experts' report.
When they talked about when Grant Samuel talked about the theoretical basis for the analysis of fair, I think they are referring to regulatory or accounting requirements that force them to come to an answer. I disagree with you that their entire report was theoretical. Grant Samuel did a great deal of work to understand the state of the gambling industry in Australia, the state of regulation, the history of the last few years of the Star, and the current financial position and trading position of the Star. Their decision that the strategic investments are reasonable and in the best interests of shareholders is based on their professional assessment, having examined a great deal of evidence as to the nature of the transaction.
They were also heavily swayed, as was the board, by the factors I mentioned earlier, that there has been an exhaustive process to identify other recapitalisation alternatives. This offer from Bally's is the only option on the table at present. Sorry, I think you're saying other than liquidation, an assessment was made by Grant Samuel and has been made by the board of that alternative. The assessment is that the strategic investments are likely to provide a better alternative to shareholders than administration or liquidation.
Chair introducing Kaz Kazim, shareholder.
Good morning. I'm sorry, I missed the early part of the because this is almost impossible place to get to.
In answer to the question from the other side, a gentleman, you said you had no idea what Bally's was going to do, which is not only surprising but deeply disappointing because I assumed if they're offering you money, you would have looked in how well capitalized they are, what their intentions are, and what they're going to do and how they're going to do it. I mean, it's completely puzzling that you should say that you have no idea what they'll do.
Bally's have not shared with us any detailed plans. And I was asked the question, "What plans do Bally's have?" We don't know.
So why did you accept their offer? Was that the only money offering on the table?
Yes.
Goodness me. How did we get here? Where are the previous members of the board and the chairman and the executives? It's just completely shocking.
I didn't buy into the Star. I came through TABCOP. And unfortunately, if I'd had any understanding, I would have stayed away as far as I could because the model is not working and it's unlikely to do so from what we've heard so far. Thank you.
Thank you. I'll take that as a comment, Mr. Kazim. Do we have any other questions?
Chair, I have a question over the side. Another letter about me. Thank you. I'm introducing Mr. Charlie Kingston, a shareholder.
Thank you. Charlie Kingston from K Capital. I suppose it's a follow-up from that previous question around Bally's and the future of the company. But I know that it's a big topic, but I'm in Sydney. Please correct me if I'm wrong. This property is still losing money.
I think the independent expert put a value on Sydney between AUD 500 million-AUD 600 million, which is a big number. I think one broker, I forget who it was, put a value of next to nothing. Sydney is still losing money. I think the independent expert said their valuation was subject to the level of the playing field, which we do not know if that is going to happen. I was hoping, if you do not know what Bally's intentions are, how they are going to turn around Sydney. I know that there is going to be a change to the board. Steve, I am not sure if you are going to be leading the group going forward. There is lots of uncertainty, but we are still loss-making. The playing field is not level.
I would just like to hear from you and the board, possibly Steve, going forward, how can we actually turn Sydney around like VIP? We know that was a big contributor previously. There is not a level playing field, but just noting that AUD 500 million-AUD 600 million valuation that the expert has ascribed to Sydney. Yes, you do not know what Bally's are planning, but I would hope you would have some sort of insight. Going forward, how can Sydney actually turn around? What are the earnings power of this business? It would just be great to hear your thoughts on that because that is a big part of the vote today. Somebody is coming in to turn it around. As it stands today, what is the board's thoughts on Sydney going forward? Please.
Thank you, Mr. Kingston.
I understand your question, and I understand you and other shareholders want to hear about what might the future hold. With respect, that is not a topic for discussion today. As I said, Bally's and Investment Holdings have indicated their intention is to make changes in the business. We do not have detail of what those are. Shareholders are being asked to approve the strategic investments on the basis that I have described, including that it is the only deal on the table that we have at this point in time. Today is not about giving a business performance update. There will come a time for that in coming months. I really do not think we can—it would be speculation.
There is no plan B? That is what you have to say. Yeah. Yeah. Okay. Could we get some sense of there is a lot of land?
I know it's a leasehold, but again, I'm just trying to think going forward and get your comments around the AUD 500 million-AUD 600 million value proposition. We own a lot of hotels. Again, I know it's leasehold and it's complicated. Yes, if this deal doesn't go ahead, but maybe from Steve, how should we think about the property value here in Sydney? There's been a lot of speculation. Maybe there is a repurposing of the business if we can't make the casino work. I think it would be fair for shareholders just to get a sense of those topics given we are deciding the ownership of the business going forward and the IER, etc.
It's really not a topic—it would be speculative to have that conversation. We don't have updated business performance statistics in the market. Understandably, we're about to enter a blackout period.
We're not going to talk about what might happen.
Prior to this transaction, was there a plan to get the business back to profitability? You must have some insight.
Absolutely. We've been implementing plans. As I said, there have been substantial plans, substantial initiatives around cost reduction and around revenue generation and the like, which we're continuing to implement. Thank you.
Chair introducing Alan Carter, shareholder.
Good morning. One of the options that the board has if the fine from the court is greater than AUD 100 million.
The option, if the fine is greater than AUD 100 million, that will need to be assessed by the board of the Star at the time that that judgment is made. That would depend on timing of payment and the like.
Would the interests of Bally's and the other company that are coming in, they'd be equivalent to shareholders too, wouldn't they?
It depends when the judgment comes whether or not they have converted their interests. They may be subordinated debt holders, but they will have an interest, yes.
Thank you.
Chair, we have another question over here. Introducing a shareholder, Mr. Chris Nielsen.
Madam Chair, at the Brisbane meeting, there was a lot of comment made about Mr. Matheson putting him on the board, that nothing's been taken. He now has one of the—he now is the biggest independent shareholder and has been from—am I correct in that case? Investment Holdings is the shareholder, which is—yes. Now, between Investment Holdings and the HSBC and Citicorp Investments, they own roughly about, as it stands now, about 50% of the shareholding. Was Mr.
Matheson, was he sort of asked if he would like to take a percentage of the shareholding before Bally's turned up, or did he come along after Bally's came into the operation?
Mr. Nielsen, I'm not sure what you were saying about 50% of what shareholding.
The total shareholding on your largest 20 shareholders on the shareholder information here, you've got 22% of the shares are owned by HSBC. Citicorp own 16%. Mr. Matheson's got roughly 10%. As it is now, when Mr. Matheson comes along, he's on his percentage that he's with. Was Mr. Matheson at any stage ever asked whether he wanted to—was he ever approached to be a bigger shareholder before Bally's turned up or not?
I won't comment on discussions with individual shareholders other than to say that we have regular communications with all of our major shareholders, as you would expect.
The transactions that are in front of shareholders today for approval, the company received a proposal from Bally's to invest AUD 300 million. That proposal included a condition that Bally's, that if Investment Holdings chose to participate, they could do so up to AUD 100 million. Subsequently, the company received a proposal, an offer from Investment Holdings to do just that and take up AUD 100 million of the AUD 300 million.
My question, Madam, is that at the annual general meeting in Brisbane, I mean, the suggestion was putting forward at that stage you needed to talk—I think they were talking about putting another director on the board. Various people were making a comment about Mr. Matheson being there as a director. From where Mr. Matheson is concerned, he's got a massive investment in this company. He would not like to see it fall over, I'm sure.
I mean, currently, that was never taken forward. I mean, Mr. Matheson, from what I can see and I have very little knowledge, is not a fool. I just wondered why he was never put on the board to help this company get out of the hole, which essentially dug itself.
Again, I'm not going to comment on discussions that might or might not have occurred other than to reiterate what I said earlier about once the strategic investments are completed and converted into shares, that Investment Holdings will nominate one director to the board and Bally's will nominate two.
Chair introducing Paul Murray, shareholder.
First thing's just a comment. I'm kind of taken aback by some of the lack of information. I feel sorry for the shareholders who have held shares for a while in this company. I'm relatively new.
My first question—sorry, I'm cutting out here. First question is, if we're here to basically approve Bally's taking over, isn't it a bit remiss that you don't have any idea about the strategy or what they're looking to do with the company? Wouldn't it be common sense to ask that? That's my first question. Second question is, did you actually ask that when they made the bid? What were their intentions for the company? Or were you more like, "Oh, we've got someone here. We'll just take the money"? Thank you.
There were discussions between the company and between Bally's at the time of the offer, but they were not extensive discussions.
As I've said a couple of times, the offer received from Bally's was basically the only offer on the table that the company had to address the urgent liquidity challenges it was facing at that particular time. Sorry, I can't hear the response.
Sorry, to question two then, is that no? You didn't ask.
No, I said I won't comment on the conversations that occurred. You may do so. Are there any more questions?
Chair, I have a question again from Mr. Yang, a shareholder.
Mr. Ward, my apologies to you and everyone for taking up more of your time, but I don't believe that my last question was answered satisfactorily. We're convened here today to determine what the best course of action for Star is going forward.
Now, in the general disclosure, we have a pretty good idea for what will happen if Bally's and Bruce Matheson take control of the company. Now, I ask you of the alternative. You said there's no alternative, but I mean, we could go into voluntary administration. My question regarding is, how do those two alternatives stack up against each other? If we were to choose instead to go into voluntary administration, what is the dollar value that shareholders could expect to recover after the sale of all of Star's assets and the lawyers and the rest of the corporate people take their cut? Given that today the market cap of Star is approximately AUD 350 million, if we could recover more than that net proceeds, would it be better off to just go for liquidation?
More importantly, how much do we as a shareholder stand to gain if we sell all the assets and voluntarily go into administration?
The board did assess the alternative of administration and formed the view that shareholders would clearly be better off under the Bally's deal because there will be a value on the shares under administration, likely not. The independent expert did a lot of modeling, and I'll refer you back to the report, which reached the same conclusion.
How much is it exactly in dollar values that shareholders potentially stand to gain if we went into voluntary administration instead of taking the—
there's a range of numbers. Shareholders could receive zero.
The most likely answer? Steve might.
Could we have the microphone on for Mr. McCann, please? Right. I'm on.
Sorry to interrupt, but I just wanted to point to, and firstly, I'd like to say thanks for your questions. You've articulated them extremely well and obviously have a very good understanding of the process we've been through. There is, in the independent expert's report, this question is specifically answered. Obviously, not with certainty. That's impossible.
There is a statement in the independent expert's report, which you can find, I do not know if it is on page six, which basically says, "Voluntary administration would likely result in zero or at best close to zero value outcomes for non-associated shareholders in the Star." That was the independent expert's summary of looking at a range of variables in assessing the costs of administration and the debt burden the company would have to then try and work through as part of that process, bearing in mind that during the course of administration, if the business were still to operate, then currently we are in a negative cash position. Those costs have to be borne as well during that period. If we were unable to continue to operate, there would be a significant amount of redundancy and employee entitlement costs that would be triggered.
Those things then get added to the cost burden. That is why the assessment was made by the independent expert that the value is likely to be zero or at best close to zero. That was one of the factors in the board's decision to recommend the strategic investments of Bally's and Investment Holdings.
According to the board, it is their expert opinion that we either accept resolution one and two or lose everything.
It is the board's business judgment that shareholders are better off approving these transactions than not,
because liquidation will mean we get nothing.
Zero or close to zero, as found by the independent expert.
Chair introducing Tony Siatta, shareholder.
Thank you. I missed the first half hour of the meeting. I was delayed to get here, but you may have already answered the questions.
First of all, have the majority shareholders voted already as far as passing this motion? I thought the majority shareholders, because there's 52%. They own 52% of the shares.
I think we had, prior to the meeting, about 35% of the shares had been voted. When we get to the resolutions, I'll have the current numbers.
Okay. Secondly, what is the majority required to pass the motion?
They're 50/50. They're ordinary resolutions. Okay. So only 50%. 50% of those shares voting.
Okay. Thank you.
Next question, thanks.
Chair, we have a question from Mr. Kazim, a shareholder.
Thank you. Mr. McCann has answered part of the question, but what I'm concerned is basically that the board as a whole, and you as the chairman, would have had some strategic vision of where we are and what the assets are total.
What if Bally's decides to liquidate and get more money out of liquidating the company rather than give something to us? I mean, how does this work out? Did the board and Mr. McCann have any idea of the total assets, the hotels and whatever else that follows? Why was an alternative vision not worked out rather than rely completely and totally on the independent expert whose interests may or may not have aligned with those of the shareholder? All very puzzling and very deeply disappointing.
I'm not sure there was a question there, Mr. Kazim.
The question was, did the board assess the total value, the assets? What is it worth? If somebody is offering you some money, you have to ask, what if they decide to liquidate and get the money out and leave us all out in the cold?
Did anybody assess the total value of the assets, the hotels and whatever else that we have?
Yes. As I tried to explain earlier, there were multiple different recapitalization and funding proposals worked through with a range of different parties over the past 12 months. In working through all of those different possibilities, a key factor for the board to consider was total value, but also liquidity. Where we have ended up after a range, some transactions were announced and unable to be completed, where we ended up is that the proposal from Bally's is the last remaining proposal capable of completing. It is either, basically, as the independent expert indicates, it is either take that with the intentions that Bally's and Investment Holdings have indicated. They intend to turn the business around and restore value and restore profitability or immediate administration.
Yeah.
All I can say is I'm deeply disappointed that these things were not more closely looked into and we're relying totally on Bally's intentions, which you said you don't have no idea what they're going to do and how they're going to do it. Or how did that match up with the vision of the board and whatever else you may have done? Thank you.
Do we have any more questions?
Chair reintroducing Mr. Winston Tan Pascal, shareholder.
I like to disagree with what you said before. This is a no-chance for vote for Bally, right? Once we vote Bally, I think we have to change a new name. We have to do Star City. It's a rid of this name because it's such a bad name, right? If in the next AJ meeting, I will be putting the motion on.
If you guys are putting the motion on, it's great. If we change a new face, we have to. It's a new feature. Thank you.
Yeah. I'll take that as a comment, but obviously, rebranding is a possibility that I think Bally's have floated as a possibility that they will consider. Next question.
Chair, we have a question up the back from Mr. Pandier, a shareholder.
Thank you. Good morning, everyone. Correct me if I'm wrong, and then obviously excuse my ignorance, but I've been getting mixed messages where we've had only offer from Bally's, and I think there was also an offer from, I believe, Oaktree Capital about debt refinancing.
Compared to their offer as well as Bally's, if the board were to compare, as we do not know what Bally's are going to do, other than the fact that they have got good intentions to turn around the business, what were the offers compared to Oaktree Capital if we had gone ahead with them? Because I believe they were offering AUD 650 million. Are there still any opportunities to confirm with Bally's what the intentions or the action plans are going to be if this goes ahead?
In terms of Bally's and Investment Holdings' intentions, there are statements in the explanatory memorandum. Those are statements that have been provided to us by Bally's and Investment Holdings. They are not detailed, but they are what they are.
In terms of the comparison of the current investments with Oaktree or indeed Salter Brothers or other potential, at the time the board accepted the Bally's proposal, all of those others had fallen away. There were no other transactions to compare to.
Is there still an opportunity to confirm or just maybe get in touch with Bally's and see what the action plan's going to be?
Yeah. We have had conversations with Bally's, obviously, but they have not shared with us any concrete plans until there is quite a way to go. This shareholder approval is the first step in that process, but there still is a regulatory approval process that could take some time after today. Bally's may not have formulated in detail what their plans are.
Okay. Thank you.
Chair, we have a number of questions online as well. Okay.
We'll continue with the questions from the floor if there are any further questions. Chair, I believe there are no further questions on the floor. Okay. All right then. Since there's no more questions on the floor, I'll now take questions from shareholders who have sent in written questions online.
Patrick. Thank you, Chair. The first question is from Mr. Gavin Lostia. As a shareholder who believed that Star was a good investment and that betting on the house was safe, what assurance is there that in the future, shareholders should not fear further deterioration of their asset? Further, what is the long-term view of the board as to the chance that the Star will gain in value?
There's no assurance. The future's usually difficult to predict. So there's no assurance that there may not be deterioration of the asset.
Speaking for my colleagues and myself, we do see a pathway for the Star to turn around its businesses. We do see a pathway to profitability and restoring value for shareholders. We believe, as we stand here today, the best way to implement that, execute that pathway, is for shareholders to approve these strategic investments, which will give the Star the liquidity and capital support to implement those turnarounds. Next question.
The next question, Chair, is from Stephen Main. How far progressed is Bally's with probity in New South Wales and Queensland? Have they told CEO Steve McCann if they propose to retain him as CEO or install one of their US executives as CEO? Appreciate there's another question here as well. Based on what he has seen so far, could Steve McCann comment on whether he would be happy to work for a Bally's-controlled Star?
I'll pass to Steve in a minute to give his views. The Star is not a party to the regulatory approval process. That is a process that is ongoing with the regulators, and Bally's and Investment Holdings requires regulatory approval to proceed as well. That process, as I said before, could take some time. It may be over in a matter of months. It may take longer than that. That is not in our control. I've lost the question. What was the second part?
The second part of the question was in relation to—
Sorry, Steve McCann. The board have not had discussions with Bally's about their intentions for management changes. I'll ask Steve if there's anything you want to add to that. Could we have the microphone? I'm on. Thanks, Chair.
I think I'll just take the opportunity to make a couple of comments on a range of things that have been asked today. Whilst the Chair has made it very clear this is about making a decision on whether to approve the strategic investment, and we are approaching a blackout period, so it's not a financial update. We're not in a position to provide that. Nevertheless, what I would say is that in relation to the questions on asset value, strategic direction, all of those related questions, clearly this asset and the assets we have elsewhere are very large physical assets that attract a lot of people, a lot of footfall. They have clearly been performing well below what they're capable of delivering at peak performance. There's been a combination of factors, which I think we're broadly aware of, that have driven that downturn in this business.
There was a question earlier about value of assets themselves. One of the points I would make is there are gaming assets and non-gaming assets, and they are very different assets. A lot of the investors we were talking to were investors who have a very positive view on the real estate value of these assets, independent of the gaming. They recognize gaming is going to be very difficult to turn around in the short term. Most people we have spoken to, including Bally's and Investment Holdings, have a view that the gaming business can turn around in the medium to longer term, but it will take some time. On the non-gaming assets, one of the challenges is separating them out from gaming. If people were able to lend us money secured against non-gaming, etc., we would have had a different range of alternatives.
One of the reasons some of our transactions, such as Oaktree, did not proceed was that complexity, where it's hard to get an investor who is prepared to invest in both the gaming and non-gaming of this business, given the current environment and given what we all acknowledge, which is that it will take some time for the current regulatory settings and our current approach to safer gambling and eliminating financial crime to get to the position we all are hoping it will get to over the next couple of years, which we are aligned in that. We are aligned. We want the best legal customers, and we want the safest environment. We are not at that point yet, and we are still working through that. We have some very high-quality assets, which we need to reinvest in and reinvigorate over time.
That is part of the strategy that the existing team is working through. I can tell you that apart from what Bally's and Investment Holdings have said to us around their intentions, which are aligned with that to try and regenerate this business and drive it back to profitability using their own expertise to assist, I can say that we have had a number of conversations. My most recent conversation with the Chairman of Bally's, Sue Kim, and with Bruce Matheson Jr. was two days ago, and we had a detailed conversation around a range of things, including some current employee issues that we're dealing with. It is very important, as the Chair has said, that we need to go through a regulatory approval process.
Once that approval process has—once those approvals have been received, including Probity approval for the various associates that Bally's and Investment Holdings will nominate, then at that point, they are able to convert their subordinated debt into shares. At that point, they are able to appoint directors, and they're able to exert significant influence over the company. Prior to that point, they are not able to exert undue influence. We have to be very careful in that. It's one of the reasons why perhaps the answers can't be as comprehensive today as you'd like them to be. What I can say is that in every conversation I have had with both Bally's and Investment Holdings, they have been very supportive of helping drive the business and of helping existing management to achieve its objectives.
I am optimistic about the way that that will work going forward. There is this hiatus period from hopefully a positive vote and then the Probity approvals and regulatory approvals that need to be achieved, which we obviously do not drive. We will be waiting for those outcomes. In the interim, we will be engaging with both Bruce Matheson, Senior and Junior, and with Bally's to get their input on a range of things and to make sure that we understand more about their thoughts as to the best way to drive these businesses back to profitability. Thanks.
Thank you. Thanks, Steve. Next question.
Thank you, Chair. The next question is from Stephen Main.
Why is billionaire Bruce Matheson allowed to vote on Resolution 1, dealing with the Bally's investment, when he appears to be associated with Bally's in an arrangement for them to share control of the company? Which law firm provided the advice to Star, which said the Matheson interests could not be excluded from voting on Resolution 1? A final question. Could the CEO please outline what he understands to be the relationship between Bally's and the Matheson interests?
I'll ask Steve in a minute for his understanding. This issue of association was addressed in the notice of meeting, and the Star made inquiries of both Bally's and Investment Holdings to determine whether or not they were associates.
Each of those parties has provided representations and warranties to the Star that they are not associates of each other in relation to the Star and the transactions that are before us. It is ultimately a question for Bally's, and they have not made any disclosures to the contrary. We are reliant on the representations and warranties that we have received. On that basis, Investment Holdings is entitled to vote on Resolution 1 for the Bally's investment. I am not sure. Steve, there is a question. I think the shareholder asking the question wants to check if you have a different view to mine.
No, I think that it is our duty to inquire, which we have done of both Bally's and Investment Holdings as to their association or otherwise. They have provided confirmation that they are not associates post-conversion into equity.
They are, as we've disclosed, Bally's entitled to appoint two board directors and Investment Holdings to appoint one board director. We expect that that is likely. It will not necessarily happen, but that is their—they have that right. We would expect that if they do exercise that right post that, then they would be working together as board directors to help have input into driving this business forward.
Thank you. Next question.
Thank you, Chair. The next question is also from Stephen Main. Some of this question has already been addressed, but for completeness and for the benefit of shareholders, I will read the question. What is the latest insight on whether the proposed Queens Wharf transaction will proceed? Surely the idea was for that transaction to close before the Bally-Matheson bailout proceeded. Had the two joint venture partners at Queens Wharf voted in favor of all resolutions today?
Yeah, I did answer the question earlier around the status of finalizing long-form documentation with the joint venture partners at the Queens Wharf deal. As I said, we're expecting that soon. In terms of completion, I'm not sure when that will occur. In terms of whether those shareholders have voted, I don't have the answer in front of me, but we will be disclosing the aggregate voting at the appropriate time. Steve?
Sorry, Chair. I just add that I was advised by the Far East and Chow Tai Fook yesterday evening that they have voted in favor of the resolutions.
Thank you. Thank you. Next question.
The next question is also from Stephen Main. Best practice is to disclose the proxies early to the ASX, along with the formal addresses. PointsBet has done this at this morning's unsuccessful scheme meeting.
Please display on the screen and read out the proxy position in full on all four resolutions so that the shareholder can ask questions about things like the participation rate, the level of opposition, and the exclusions which applied. You should also follow the agenda and not deal with debate on all four questions as one job lot.
Thank you for that question, Mr. Main. I'll take on notice your advice as to how the meeting should be conducted, but the decisions that we've made are the decisions that we've made. We will shortly, when we come to the resolutions, display the proxies and the current voting position so shareholders will be aware of it. Next question.
The next question is from Stephen Mab from the Australian Shareholders Association. I think the question has been addressed, but I will read it out in any event, Chair.
We understand the risks around Star as a going concern and that approval of today's resolutions would alleviate some liquidity concerns. However, is this just delaying the inevitable? What significant improvements are you implementing soon to the strategy and the execution of that? Do you expect a more level playing field from regulators soon that collectively with other initiatives would dramatically increase the chances the business can be viable over the next few years?
I think I've answered each component of this question already. The business, and Steve's talked about this as well. We have not slowed down the implementation of various initiatives to reduce cost and to drive revenue in each component of our businesses. We will continue to do that during the course of the next phase after today.
The question's disappeared from my screen, so I can't see the other components of the question, but I think we'd answered them already. Yes, the final part was in respect of regulators and the regulatory environment in respect of gaming. Yeah. As I said earlier, there is a shift happening in the gaming industry in Australia, and we are in very close and regular dialogue with our regulators and with the state governments to ensure we're meeting their expectations, which center on emphasizing the need for safer gambling and ensuring no criminals infiltrating any gambling venues. Thank you.
The next question is from Brett Poynton, Chair. It, I think, has already been addressed, but I will read it out for the sake of completeness. What is the best guess at the company's future if the resolutions are not passed today?
If the resolutions are not passed and the strategic investments do not proceed, the company would be facing an urgent liquidity crisis, and it may be unable to continue as a going concern.
Chair, we have no more questions online at this stage.
Thank you, Patrick. I will now turn to audio questions on the online meeting platform operator. Are there any audio questions?
There are no audio questions online.
Thank you. If there are no more questions, I will now turn to the individual items of business in the order set out in the notice of meeting.
In accordance with the requirements of the Corporations Act, for each resolution to be passed as an ordinary resolution, more than 50% of the votes cast on the resolution by shareholders, either in person, by proxy, or by corporate representative, and entitled to vote on the resolution must be cast in favor of the resolution. I confirm that the board unanimously supports all of the resolutions today. The first item on the agenda is to approve the acquisition of a relevant interest in the Star shares by Bally's, as set out in the notice of general meeting.
The wording of Resolution 1 is now displayed on the screen and is as follows: That for the purpose of Section 611, item 7 of the Corporations Act, and for all other purposes, approval is given for the acquisition by Bally's or its wholly owned nominee of a relevant interest of up to 53.75% of the shares in the Star as a result of the issue of fully paid ordinary shares upon the conversion of convertible notes issued or to be issued to Bally's or its wholly owned nominee. For the purpose of Exception 8 of ASX Listing Rule 7.2, approval is given for the issuance of the convertible notes to Bally's or its wholly owned nominee as outlined in the explanatory memorandum, which forms part of the notice of meeting.
Details of valid proxies and direct votes in respect of this item of business are set out on the screen now. For shareholders on the phone, the slides show that we have received 98.12% of votes for the resolution and 0.64% of votes against the resolution. If you have not already done so, please place your voting on your voting card for Resolution 1. The second item on the agenda is to approve the acquisition of a relevant interest in the Star shares by Investment Holdings as set out in the notice of general meeting.
The wording of Resolution two is displayed on the screen and is as follows: That for the purpose of Section 611, item 7 of the Corporations Act, and for all other purposes, approval is given for the acquisition by Investment Holdings of a relevant interest of up to 37.33% of the shares in the Star as a result of the issue of fully paid ordinary shares upon the conversion of convertible notes issued or to be issued to Investment Holdings. For the purpose of Exception 8 of ASX Listing Rule 7.2 and Exception 6 of ASX Listing Rule 10.12, approval is given for the issuance of the convertible notes to Investment Holdings as outlined in the explanatory memorandum, which forms part of the notice of meeting. Details of valid proxies and direct votes in respect of this item of business are now set out on the screen.
For the shareholders on the phone, the slides show that we have received 97.34% of votes for the resolution and 0.83% of votes against the resolution. If you've not already done so, please place your vote on your voting card for Resolution 2. The next item on the agenda relates to the prior allotment and issue of tranche 1A convertible notes to Bally's on 11 April 2025. The wording of Resolution 3A is displayed on the screen and is as follows: That for the purposes of ASX Listing Rule 7.4 and for all other purposes, the shareholders approve and ratify the prior allotment and issue of 278,517,860 tranche 1A convertible notes issued on 11 April 2025 and otherwise on the terms and conditions as outlined in the explanatory memorandum, which forms part of the notice of meeting.
Details of valid proxies and direct votes in respect of this item of business are set out on the screen. For the shareholders on the phone, the slides show that we have received 97.84% of votes for the resolution and 0.86% of votes against the resolution. If you have not already done so, please place your vote on your voting card for Resolution 3A. The last item of business for this meeting relates to the prior allotment and issue of tranche 1B convertible notes to Investment Holdings on 11 April 2025.
The wording of Resolution 3B is displayed on the screen and is as follows: That for the purposes of ASX Listing Rule 7.4 and for all other purposes, the shareholders approve and ratify the prior allotment and issue of 139,258,930 tranche 1B convertible notes issued on 11 April 2025 and otherwise on the terms and conditions as outlined in the explanatory memorandum, which forms part of the notice of meeting. Details of the valid proxies and direct votes in respect of this item of business are set out on the screen. For the shareholders on the phone, the slides show that we have received 97% of votes for the resolution and 1.18% of votes against the resolution. If you have not already done so, please place your vote on your voting card for Resolution 3B.
Ladies and gentlemen, we've now dealt with all the items of business in the notice of meeting. There's no further business, and therefore that concludes this general meeting. For shareholders who are online, you can continue to submit your votes through the online platform for five minutes after this meeting is closed. For shareholders in the room, if you have not yet done so, please complete your voting card by placing a mark in the for, against, or abstain box for each resolution. Once you've completed, please place it into one of the ballot boxes that are currently going around the room and available near the exit. MUFG Corporate Markets will count the votes as returning officer, and we will announce the results of the poll to ASX as soon as possible after this meeting.
On behalf of the board and management, thank you to everyone who attended this meeting in person, online, and through the teleconference facility. Thank you also to all those who engaged with us by submitting questions in advance and during the meeting. For all attendees here at the Event Centre, I invite you to stay and join me, my fellow directors, and members of the executive management team for refreshments in the foyer. I now declare this general meeting closed. Thank you.