Good morning, everybody. Welcome to Johnson Matthey's 132nd annual general meeting. I'm Patrick Thomas, Chair of the Board of Johnson Matthey, and it's a pleasure to meet with you in person again, to see some familiar faces, and I look forward to answering your questions later in the meeting. We're just past our official start time. We have a quorum present, and I declare the meeting open. By way of housekeeping, if you're present in person, please ensure that your mobile phones are either switched off or turned to silent. Thank you very much. There is no test fire alarm scheduled today, so if an alarm sounds, please comply with the spoken instructions. The building does not have an assembly point, but in the event of an alarm, you will be directed by representatives of Herbert Smith Freehills to the appropriate location.
I'm also pleased to welcome today those who I cannot see directly, who've joined us via webcast, and those who are joining us through the telephone conference facilities. We're also recording this meeting today so that shareholders and other stakeholders who cannot be present can listen on the company's website at their convenience. If you are joining the meeting via the webcast or telephone conference facilities, should there be any connectivity issue or technical fault arising during the meeting, a notification will appear on the webcast screen, and the operator will advise that the webcast or telephone conference is experiencing difficulties. We will work to reconnect you as soon as possible. I'd like to introduce to you our board members. To my right is Liam Condon, our Chief Executive Officer. Next to Liam is Stephen Oxley, our Chief Financial Officer.
We seem to have a run of finance activities here. We have, next to Stephen, Doug Webb, one of our non-executive directors and most importantly, Chairman of the Audit Committee. Next to Doug is Jane Griffiths, one of the non-executive directors and Chair of our Societal Value Committee. Next to Jane is our newly appointed non-executive director, Barbara Jeremiah. I welcome you to your first Annual General Meeting. On my left is Simon Price, our General Counsel and Company Secretary, who was appointed in June. Next to Simon is John O'Higgins, our Senior Independent Director. Next to John is Rita Forst, one of our non-executive directors. Next to Rita is Chris Mottershead, one of our non-executive directors and Chair of the Remuneration Committee. Next to Chris is Xiaozhi Liu, who is one of our non-executive directors. I welcome and introduce all of them.
Following the conclusion of the AGM, Chris Mottershead will step. He will be succeeded by John O'Higgins, and Barbara Jeremiah will become the new Senior Independent Director. I'd like to take this opportunity to thank Chris for his many years on the board and his contribution as Chair of the Remuneration Committee, and to John, in his role as Senior Independent Director. Thank you. I should like to proceed by dealing with all questions from shareholders on any matter relevant to the business of the meeting at the outset, before we move on to voting on the resolutions themselves. Before asking your question, please give your name and state whether you are a shareholder, a proxy, or corporate representative. If you are a proxy or corporate representative, please state your name and the name of the shareholder you are representing.
If you're present in the room, please raise your hand and wait for a microphone before speaking. If you're joining our telephone conference call, please press star one and one on your keypad to ask a question. If you're joining by the webcast, please ask questions by typing these into the question and answer box provided. We will first take questions from those who are in the room, and I will then move to the telephone conference and finally, the webcast. I open the floor to questions, and anybody who wishes to ask a question may raise their hand, and a microphone will fly in your direction and enable you to be heard by everybody. If there are no questions. Sorry. Thank you.
I had a question. Thank you. Martin Twigg, significant shareholder, I'm told. What is happening about the battery sales, the transactions? Is it ERM or somebody? Very small company. Have they paid all the money?
Very good question. Stephen, are you going to, like, fill in?
Yeah. We sold part of the business, the old Battery Materials business, to EVM. They are partway through that transaction. As of now, they have not paid all the money. You know, obviously, that industry, particularly in the UK, there are many companies that are struggling to finance those businesses. W e obviously, are planning and have plans, should they not be able to complete that transaction, to realize the value of those old Battery Materials assets through another route.
What happens if they go to the wall then?
We have alternative plans to realize the remaining assets of that business.
Do you lose money?
Well, we will see where we get to, but I'd hope that we lose no further money, but we will have to see if we're in that eventuality.
Since I'm here, may I ask a supplementary?
Of course, you may.
About the Health business, what has happened about that? I understand there's some difficulties in the United States.
Simon, you want to d o you want to pick up on that, Simon?
Yeah, you're correct. We sold the Health business to Veranova because, as a company that's owned by Altaris. They have filed a claim against three Johnson Matthey companies relating to the acquisition of the Health business that we did in December 2021. We reject the allegations that have been made against us in our defense, and we will continue to defend it vigorously. Is that going to be an expensive business? I keep getting microphone. Is that going to be an expensive business? At this stage, we don't think so. As I say, we just continue to defend it vigorously.
I'll stop for a while.
That's fine. No problem a t all.
Okay. Any other questions from in the room? Yes, please, the gentleman in the center of the last but one row.
Good morning, board of directors. You have gone from lithium to hydrogen. It's a big decision. That technology is also coming up quite a lot. Now that AI is coming up more and more, your lithium would advance. I think I'm not sure what advantage you're getting. I mean, what is the total money you'd be getting by selling that to another company? That is my first question. The next bit is, your operating profit is good, more than 10%. What's your debt?
Okay. Liam, did you catch the first piece around Battery Materials and lithium?
Yeah.
Move to hydrogen?
If I understood it correctly, and please correct me if I didn't, I think your point was that the relative with the advance of AI, that the relative value of battery material assets that we have might be more valuable, and why are we selling this? Was that the correct point?
Yeah, it's a big field, you could have running two in parallel.
Yeah.
Rather than just running with one horse.
Yeah. Yeah. Yeah, yeah. Let me briefly just recap the decision that was made, which is actually a strategic decision taken before I joined as CEO to exit Battery Materials. I've examined that quite extensively. I think it's was absolutely the right decision for the very simple reason that the assessment was internally that Johnson Matthey could unfortunately not be competitive in that space. We had good technology, but unfortunately, we didn't have customers, and our cost of production was too high. That was the unfortunate situation. That was why the decision was taken then to exit Battery Materials.
We then went through a very extensive strategic review to look at where could Johnson Matthey be competitive, where could we be world-class, and we decided to focus on areas where the company, for 200 years, has had really core strengths. That goes back to the platinum group metals, the chemistry and the catalysis of platinum group metals at the core. In that context, we identified the key role that platinum group metals will play also in the energy transition. That's the part where the hydrogen business is both hydrogen and catalyst technology businesses are expected to drive significant growth going forward.
To both businesses, where already today we have leading market positions, we're working on scaling up in both of those businesses, and we think we can be a global market leader in both of those spaces. That's where our focus is, and it comes off the back of a strategic decision to exit a business where we just I think the company assessment was we could not be competitive there.
Hydrogen, you have a lot of competition coming up. Tata is going to build a big factory on green hydrogen, and there'll be many other coming up. I've never seen your name coming up to do something.
Yeah. Yeah.
I'm scared, as a shareholder.
I think the way I like to describe what we do in green hydrogen is it's like the Intel chip inside a computer. It's a small component of a bigger machine, but it's actually the most value-enhancing component. Unlike Intel today, most people don't know that JM is on the inside of whether it's electrolyzers or fuel cells. Customers like Tata will hopefully be, in the future, be using plenty of our product inside. If we do our job properly, hopefully, we'll become known as then JM inside as well. That's at least.
That's good. That's good. So w hat's your debt?
Sorry, please, go on.
Question. Thank you for the question. We finished the 2023 year with just over GBP 1 billion of debt. We run a cautious or prudent balance sheet. We finished the year with gearing of 1.5x-2x EBITDA. That's the bottom end of our range, and I think is fairly cautious. Rest assured, that's something that we monitor, month in, month out.
Thank you.
Thank you very much for your question. A follow on with that.
Yes, yes. Where did all that debt come from?
We've had that level of debt for quite a long time.
Really?
Yeah, absolutely, that obviously supports or is a factor of the investments that we're making into the business, into research and development, and obviously into our new growth businesses and building facilities to support those.
Thank you, Stephen. Any other questions here in the room? If there are no further questions in the room, I'll now pass over to the telephone conference line for questions.
We have no teleconference questions at this time.
There now being no questions from the telephone conference facility, I'll now pass over to the web conference facility. There are no questions on the webcast. Okay. Thank you for your questions. Thank you to the two gentlemen who provided some useful questions for our insight for the other shareholders. I'd now like to move to the formal proceedings of this annual general meeting. The notice of the annual general meeting, together with the explanatory notes, was published and posted to the shareholders on the twelfth of June this year. Accordingly, the requisite notice of the meeting has been given. I propose that with your consent, the notice of the meeting should be taken as read. Is there any disagreement to taking it as read? I see no disagreement. Thank you.
The notice of the meeting has been taken as read. Voting will be carried out by means of a poll rather than a show of hands. This is in line with best practice and gives all our shareholders the opportunity to have their votes recorded, even if they are unable to attend the meeting in person. As a reminder, those joining via the webcast or telephone conference will not be able to vote during today's meeting and were given the opportunity to cast their votes in advance. I'm appointing Equiniti, the company's registrars, to act as scrutineers. When you registered at the meeting today, each shareholder, proxy, and corporate representative will have been issued with a poll card.
If there is anyone who thinks they should have a poll card but does not have one at present, please raise your hand now, and someone will come and assist you. Okay. There being no offers, we will move on. If you are a shareholder, please complete the poll card by inserting in block capitals your full name and address. If you are a proxy or corporate representative, please insert in block capitals your name and full name and address of the shareholder you are representing. Please indicate the way in which you wish to cast your vote in respect of each resolution by putting a cross in one of the boxes: for, against, or withheld. Please note that the vote withheld is not a vote in law and will not be counted.
If you wish to vote only some of your shares on a particular resolution or you wish to split how you cast your vote, you should enter the number of votes being cast in the for, against, or withheld columns instead of a cross. Please ensure you sign the poll card and hand it to the representative of Equiniti as you leave the room. If you have already voted by proxy, you do not need to complete the poll card. Your vote will be taken into account automatically. If you have voted by proxy and wish to change your vote, you can complete the poll card, and your new voting instructions will be recorded. We will now proceed to vote on the resolutions which I will formally propose to the meeting.
The full text of each of the resolutions is set out in the notice of the meeting, a copy of which you have received. Resolutions one to 18 are normal, ordinary resolutions, which require a simple majority to be passed. Resolutions 19 to 22 are special resolutions, which must be passed by a majority of not less than 75% of shareholders present and voting, either in person or by proxy. I now formally propose all resolutions to the meeting and declare the poll formally open. The poll will close 10 minutes after the end of the meeting, and if you have any questions about filling in your poll card, or if you require any assistance, please speak to the registrar's representative. The scrutineer will calculate the results at the close of the poll.
These will be announced later today in the stock exchange announcement and will be published also on the company's website. The proxy voting results received in advance of the meeting will also be shown on the screen. That concludes the formal business of the meeting and brings the 132nd annual general meeting of Johnson Matthey plc to a close. The poll will close in 10 minutes' time, and I remind you to pass your completed poll cards to a representative of Equiniti when leaving the room. Thank you for taking the time to join us today, either in person, via the webcast, or by telephone conference, and we look forward to engaging with you in the future. Thank you very much.