Good morning, ladies and gentlemen. Is that working? We're okay? Good. Good morning, ladies and gentlemen, and welcome to the WOTSO Property Annual General Meeting. My name is Seph Glew, and I'm the Chairman of the Board of WOTSO Property. As the quorum is present, I now formally declare the meeting open. With me this morning are my fellow Directors, Richard Hill on my far right, Paul Tresidder on my left, and Jessie Glew. Also with us today is our Company Secretary, Agata Ryan, as well as our Auditor, Chris Kirkwood, of ESV Accounting and Business Advisors . Firstly, a bit of housekeeping before we get underway. For voting, if you have not already voted via proxy, you'll be given the opportunity to cast your vote during today's meeting.
For security holders who've joined online via the Computershare meeting platform, you will see instructions on the screen for voting through the platform. Voting on Resolutions 1- 4 in the Notice of Meeting is now open. Security holders should note that it's my intention to vote all open votes available to me in favor of each of the resolutions. We'll provide an opportunity for discussion and to answer any questions you might have when we deal with each of the formal agenda items. Once again, for [audio distortion] joined online via the Computershare meeting platform, you will see instructions on the screen for submitting a question through the platform. We will, of course, always take questions at the end of the meeting for as long as required. I'll now make a few, some general comments. Let me start by saying that WOTSO Property is not a REIT.
For those who don't know what a REIT is, it's a Real Estate Investment Trust, and we've been classified that way for some time, but we don't see that as our current position. Long-term, patient property investment is in our DNA, and we are continuing to build our commercial property portfolio, but our focus is on WOTSO Flexspace and acquiring properties that are suitable for this growing business. We're seeing strong growth in revenue across the bulk of WOTSO Flexspace sites, and we are particularly encouraged by the rapid take-up in our recent openings, including this property here at Cremorne, Robina, and Blacktown. We're committed to growth, and you may have also seen our announcement yesterday on the acquisition of our first property in Melbourne. We now truly consider ourselves to be a national brand. The WOTSO Flexspace business is debt-free, and our property portfolio is geared to only 27%.
However, the growth of WOTSO is not without its challenges. Flex space and conventional service offices are a separate class of activity that has measurably consistent and sustainable income, like self-storage, hotels, and motels. Unfortunately, this is not recognized by banks or valuers who treat our WOTSO properties as vacant, even when continuously occupied at 85%-95% for a sustained period. This means that not only is our gearing modest, but our loan-to-value ratios are calculated on depressed property values. We are excited by the potential of WOTSO Flexspace business, and to capitalize on opportunities for growth, short-term sacrifices have been made. In time, banks and valuers will realize that Flexspace is a reduced-risk value-add proposition and not a value loss, but for now, we need to fund much of our growth out of internal cash flow. To do this, we have reduced our distributions.
This has put further downward pressure on our already- low stock price, but we are hopeful that we'll be able to start lifting distributions again towards the back end of next year. Despite the low stock price, we have also suspended our buyback program. We think our stock is great buying at current prices, and whilst continuing our buyback at this price would give us an immediate gain, we can't preserve capital to fund growth while spending capital buying back our stock. It's a dynamic time for Australia's flex space sector, which is maturing and rapidly gaining widespread corporate acceptance, with some major shopping centre owners recognizing that having a flex space within a centre increases customer appeal and adds to retail turnover. The same applies to those planning build-to-rent projects. Increasingly, major commercial landlords are seeing advantages in adding flex space to the tenancy mix.
We believe the current commercial office market offers both good buying and landlord partnership opportunities. We're starting to see a lot of distressed real estate, suggesting some owners are facing real challenges. With WOTSO Flexspace as a solution for many of these properties, we are confident that the sacrifice we're making will assist us to capitalize on opportunities as they arise. Flexspace, particularly in the suburbs and regions, is here to stay, and we expect it to continue to grow as a proportion of the total office market. Of course, not all Flexspace offerings are the same, with WOTSO being one of the few that offers a monthly subscription model with no lock-in contracts, bonds, or deposits. WOTSO is a plug-and-play real estate service. I'll finish by reiterating that WOTSO is flourishing, and we are optimistic about the future.
I'd now like to move to the formal business of today's meeting. We released the proxy results for the resolutions ahead of the meeting, and these are shown on the screen. As you can see, all resolutions have solid support. Item 1, Financial Statements and Reports. The 2024 annual report was lodged with the ASX on 29 August 2024. It is on the WOTSO Property website and has been mailed to members who requested a printed copy. The financial report and the reports of the Directors and the Auditor are now laid before the meeting. Are there any questions or comments on the financial report or the reports of Directors and Auditor? Are there any questions relevant to the conduct of the audit and preparation of and content of the Auditor's report to be put to the Auditor? I'm always hoping there'll be a question one day for the Auditor.
If there are no questions, as this matter does not require a vote, we will move to the next item of business. Resolution 1, election of Director Paul Tresidder. In accordance with ASX Listing Rule and the relevant constitutions, the meeting now needs to consider the election of Paul Tresidder as a director. This resolution is an ordinary resolution. I propose the motion that Paul Tresidder, being eligible and having offered himself for election, is elected as a Director of Ostow and Planloc. Is there any discussion? I will now hand over to Jessie.
Item 3, Resolution 2, Re-election of Director Seph Glew. In accordance with the ASX listing rules and the relevant constitutions, the meeting now needs to consider the re-election of Seph Glew as a director. This resolution is an ordinary resolution. I propose the motion that Seph Glew, who retires in accordance with the respective constitutions of Ostow and Planloc, and being eligible, having offered himself for re-election, is re-elected a Director of Ostow and Planloc. Is there any discussion? Back to you.
Okay, back to me. Item 4, Resolution 3, Approval of Additional 10% Placement Capacity. The ASX allows small and mid-cap entities to increase the usual 15% placement capacity by an extra 10%. If approved, WOTSO Property will be able to issue up to 25% of the stapled securities on issue over the next 12 months. WOTSO Property will be able to raise additional capital within the price limits set by the ASX without obtaining further security holder approval. The resolution is a special resolution. I propose the motion that for the purpose of ASX listing rule 7.1A and for all other purposes, security holders approve the issue of stapled securities totalling up to 10% of the issued capital of WOTSO Property at the time of issue, calculated in accordance with the formula prescribed in the ASX listing rule 7.1A and on terms and conditions set out in the explanatory memorandum.
Is there any discussion? That being so, we'll move to Item 5, Resolution 4, Adoption of Remuneration Report. In accordance with the requirements under the Corporations Act, WOTSO Property is required to submit its remuneration report to security holders for consideration and adoption by way of a non-binding resolution. This resolution is advisory only and does not bind the directors or the group. I propose the motion that the remuneration report, which forms part of the Director's report for the financial year ended 30 June [audio distortion] discussion.
Hello. We've got one question. The question is from Mr. Stephen Mayne, and he has asked, have bonuses been cut after the share price halved over the past 18 months?
Sorry, I didn't quite hear that, Agata.
Have bonuses been cut after the share price halved over the past 18 months?
The answer is both yes and no, because I don't think we have bonuses. In the future, we will, but at present, we don't.
Good idea. We'll accept that.
Are there any other questions? That concludes the formalities. Please take the time now to submit your online voting form for securities holders present at the venue. A member of the Computershare team will come around and collect your completed voting card. Are there any questions or any matters that people would like to raise? We're happy to.
A few more general questions. Also from Stephen Mayne. Jessie, I think this is probably directed to you. He has asked in relation to the recent acquisition at Melbourne. Victorian land tax rates have become punitive for many investors as the government goes after property owners to try and slow down spiraling state debt, which is forecast to increase by AUD 71 billion over the next four years. Is our Bank House asset subject to land tax, or does buying a single floor of a building avoid being dragged into the land tax net?
Land tax, but we do believe we've bought well in Melbourne. We've bought at just over AUD 6,000 a sq m. I think sort of recent sales in that commercial market sort of pre the last six months were up around AUD 10,000 a sq m. So I do think we've bought well, and I think a lot of people have questioned. I'll take the opportunity to expand on why we've probably bought in the CBD, because I think we are a suburban and regional- focus brand. We've bought there because we believe that we now have a network of spaces, and a lot of people are calling. Our members are calling for a space in Melbourne that they can use as part of our Passport Program where they can pop up and use a space in Melbourne CBD when they're traveling.
But also, we think at the size that it is, it's sort of sitting just shy of 500 sq m for the WOTSO space, we'll very quickly fill that up with small- to- medium business that is frequenting the city, so yeah, we're excited about being in Melbourne.
I think I can add to that, which is what Jess is saying, is that if we're buying well, if there are some other penalties to go with it through the actions of the Victorian government, we think we're compensated.
One more question. One more question from Stephen Mayne. Could Seph comment on the three best decisions he has made as the Chair of the company? Does he have any regrets?
Yeah, that's right. That's right. That's right. There could be a few. Look, I think the best decision that we've made is to go with the WOTSO solution as a business. We didn't get there quickly. We got there quite slowly, and I guess one of the, if you throw regrets, I can throw into the same bucket, we split WOTSO off from BlackWall some years back. In fact, I think we completed it at the beginning of 2020, and Jessie had quite a few regrets about that. She didn't want it to happen, and then the idea is it was going to go off by itself. In hindsight, that was a really bad decision, but it was going to travel its own path. For various reasons, that stopped, and all of a sudden, we had a business that we had separated from BlackWall. We didn't have a leader.
It didn't have a manager. He'd gone by his own choosing, and we needed to work out what we're going to do with it. When we put it together with what was then the BlackWall Property Trust, we realized what a really good idea that was. We just hadn't seen it at the time, and as time's gone by, we are convinced that it is a really good idea, and it's caused a total refocus and repositioning of the trust, so I'm pretty happy with that. I think that's a good outcome, but it came about in a bad way. Any further?
You got two others.
Yeah, as well. I will throw in there that, of course, not inside WOTSO, WOTSO Property, but allied to it, of course, was we did make the decision to sell the Bakehouse Quarter, which was a property that was in a syndicate that we were all invested in and had been in for 25 years. When we sold that, the opportunity came up to take the capital that was released there and wind that into what is now WOTSO Property. And that's given it the strength and scale that's allowed us to grow. And we're pretty happy with the outcome there. I think had we not sold the Bakehouse when we did, we got an extraordinary price, I might add.
Had we not done it, I think the last five years would have been pretty tough because it's had to struggle through COVID out there. We were able to manage the WOTSO affairs pretty easily, but that one would have been a bigger challenge for us. And of course, it gave us the capital to move forward. So that was really positive. And there's one that we do like to tell about that one is that the highest valuation we ever had on that property was AUD 188 million, and we sold it for AUD 400 million. So when we're sitting here saying that we think our values are low in our portfolio, we're basing that on some experience that just because a value has put a number on it doesn't mean that's the number.
Which is similarly, we've got a property that we sold just down the road, once again in a private syndicate. Highest valuation it had was AUD 16 million, I think, Paul. And we sold it for AUD 45 million. So I think we can justifiably be skeptical of what we've done. And then I'll throw one further one in. Probably. Is it a fourth one? And that's a bad decision. It's purely on emotion. We paid way too much for the property that we bought in Takapuna. But we had a long history with it, and we thought, well, we really have to own this property. I had been involved in its development 40 years ago, which is all the wrong reason to be buying it. But it felt good. And we probably paid too much, but we're happy with the outcome. Anything else?
Could you comment on the statement [audio distortion] might change by later next year? Should we be ready for that? The current [audio distortion] profile. The company is going to ameliorate, or [audio distortion] ?
I think you can take from that that we think we have alternative capital management opportunities that will come available to us, and we won't need to continuously commit the surplus cash flow to growth. We could be wrong. It depends a little bit on how the market behaves. So there's three factors coming into it. We do increasingly have landlords who are willing to say, if you will come into our property, we will pay for your fit-out, which means the capital we need for that is limited. Increasingly, we are looking at opportunities to put some of our existing very lightly geared property. All our property sits in separate property trusts or two properties, but all the others sit in separate property trusts or companies. We think we can bring partners in those individual trusts with capital and that we can fund the growth that way.
So that could happen. And the third thing is there's a good chance the banks will grow up and realize that we're a real business that's here to stay. And that'll just happen with time. So if those things, any of them or all of them come into play, we won't be needing to divert the cash to growth, and we'll be able to start restarting distributions. Probably at snail pace, but we should be able to start building them.
My question's to, I suppose, either Jessie or Seph. Seph, you said at the outset that WOTSO isn't a REIT. Personally, what makes me most excited about WOTSO is, certainly having regard to the current share price, that you've got a AUD 300- million real estate portfolio there. Have you had regard to anticipated real estate value changes over the next three years? What's your view of where it'll go from here?
Shall I jump in there? Jessie might have something to add there, but I'll say that we'll get a re-rating. Our property portfolio will naturally get a boost, but at the moment, the market out there is pretty tough, so I would say we're likely to be hit with downvaluations in the next 12 months, maybe 18 months. We can see downward pressure, so it'll probably look like we're going backwards, but we'll be saying underneath that there's a re-rating going to occur because of what our property is, so up and down is the answer.
I just want to add in there, James. I think also at the moment we're getting hit by valuers with the WOTSO business that's sitting in a lot of our real estate because they aren't valuing that business, as Seph sort of mentioned in his speech. The business isn't getting valued correctly. The occupancy isn't getting valued the way it should be valued, and that's dragging the value of our properties down. And I think that we really have to work with valuers and the banks as to how they assess our assets and look at it more like a self-storage facility or more like a motel. And I think that's something that we're going to have to work on for the next couple of years to really see the value of our assets reach where I think they should be.
I think if you look at all our real estate that we have, not only is it great for a flex space, but I would have to say most of them are pretty perfect for a redevelopment site in 30-40 years' time.
Round about my retirement period. Are there any other questions? That being so, I'll declare the meeting closed.