Hi, everybody. Thanks very much for attending our special shareholder meeting today. With me, we obviously have Jason Cherrington, our CEO, and the full board, Bella, Nick Simcock, Richard, Simon Hull, and certainly they are all available for questions. Given the nature of this online meeting, you're not necessarily going to see everybody. In terms of the raise, we already have a high level of support for the proposed resolutions. The high 90% of people have already voted in favor of them, which is great. The primary purpose of this meeting really is to give shareholders the opportunity to ask any further questions, for those of you that haven't voted already.
Jason's going to give a summary of the offer, the banking package, which is subject to achieving this minimum threshold, and he will give a brief update on how we're tracking to the earnings estimate that was given in the notice of meeting and shareholder presentation that was provided on the 30th of March. Look, as highlighted in the notice of meeting, the independent board looked at lots of alternatives during the evaluation process, and I can really assure you that there were no better alternatives considering the best interests of all shareholders and the company. As part of this, we're certainly grateful for the support of Simon Hull for the raise, and while the raise isn't fully underwritten, we're confident that we will get to the minimum level required.
There's no doubt the last few years have been challenging, and we're certainly not alone in the services industry finding trading very difficult. I can certainly assure you that we're pushing very hard to deliver the best return that we can, and our people are certainly on task. We've also learned some good lessons in the past, especially during COVID, and we're continually considering how we right size depending on the market, but ensuring that we don't erode too much capacity so that we can ramp up quickly when conditions do improve. I certainly think the team have achieved that balance really well.
I guess it's kind of easier for me, but really my decision to promote both this raise and my personal commitment to take up my rights came down to whether I believe in our businesses, which are really just made up of talented individuals that can deliver to our customers. I certainly do, and hence my decision was easy. Of course, I understand that the decision may not be as easy for you shareholders, and hence the opportunity to hear from us today and to answer all of your questions. I will pass you over to Jason, who will take you through the bulk of this meeting and the questions and the resolutions and the voting process. Thanks, Jason.
Good afternoon, everyone, and thanks, Simon. I'd like to start by personally expressing my thanks to the many shareholders that have reached out directly to express support for the process and the business in general. The notice of meeting, rights offer document, investor presentation, and the independent report that was released on the 30th of March. I hope you'll agree, it was comprehensive in detailing the what, why, how, and when of the proposed rights offer. What I thought I'd do is take a few moments just to focus on some of the key takeaways. Firstly, I think the purpose is clear. That is to reduce debt outside of normal trading, which is estimated to improve, but we know that is going to be a generally gradual recovery. For now, we feel that we're very much heading in the right direction.
The capital raise is for approximately NZD 6.7 million, and there is a minimum threshold of NZD 5 million in order for the raise to be deemed successful. The majority shareholder, namely Hull Family Trust, has formally supported the raise alongside the Chairman, as you've just heard, and senior management, and alongside also Nick Simcock, who is an Independent Director.
Just on the note of management, personally, I will be taking up my full rights for the shares that I hold. I've further committed to take up more if there's a shortfall. This is not just a gesture of support and commitment to the group, but also recognition of the strong belief I have in the company and its market position. Also my direct and wider team, many of whom, as you all know, I've now been working alongside for some five years. They are working really hard for all of us. They remain dedicated and committed to winning, obviously, where they can.
Not only will the proposed raise, alongside an improvement of trading, reduce net debt from an estimated NZD 30.5 million in FY 2026 to an estimated NZD 19.7 million by the end of FY 2028, but it also affords us better terms provided by our current banking partner, with whom we've also been working really closely with now for some time.
Again, I fully appreciate the support they continue to provide to our business, both historically, currently, and also into the future. The headroom of our terms affords us, I guess, to continue to focus on growth, and improve our chances of winning wherever we can without any unnecessary distractions. With external advisors, we did look at all available options, as Simon has mentioned, and the Board concluded this was the most viable proposal to bring to all shareholders, and with the greatest chance of success.
I'll move to the rights offer itself. It's a renounceable rights offer that gives all eligible shareholders the right to subscribe for 1.269 new shares for every 1 share held on the record date, record date being 7:00 P.M. on the 20th of April, and at NZD 0.15 per new share. The rights will be quoted on the NZX, so eligible shareholders may be able to sell all or some of their rights on the NZX. That will be between the 17th of April, tomorrow, 2026, and the 30th of April 2026.
If there is a buyer for those rights, eligible shareholders may also sell their rights privately to a buyer they identify. Obviously, no guarantee that there will be buyers for those rights. Eligible shareholders who take up their full rights entitlement may also apply for additional new shares not taken up by the closing date under a shortfall facility. Other persons approved by the Board may also apply for shares under the shortfall facility in order to improve the likelihood that the full amount, or at least the minimum amount of NZD 5 million is raised, given that the rights offer is not underwritten.
Certain related parties, being the Hull Family Trust, directors and senior management, may also apply for shares under the shortfall facility, but only if needed to reach the minimum amount of NZD 5 million, and then thereafter to accommodate any subscription commitments from senior management that have been made, as I've mentioned previously. The Board retains discretion on the allocation and scaling of new shares under the shortfall facility, as set out in the offer documents, ensuring scaling is consistent with shareholding as per policy. As mentioned previously, the Hull Family Trust has formally committed to subscribe for 3.25 million new shares. The trust participation could mean that its voting rights exceed allowable thresholds under the Takeovers Code, depending on the extent that other shareholders participate in the raise.
The Board also wishes to preserve flexibility to allow it to engage with the Hull Family Trust for further funds above its commitment, if needed, to reach the minimum amount of NZD 5 million. Now, while this scenario isn't an expected outcome, and to be clear, the Hull Family Trust has not committed to provide further funds, it's prudent that we provide optionality in that eventuality. Therefore, the first resolution we'll be voting on today relates to the Takeovers Code approvals, allowing an increase in the Hull Family Trust's holding and control of voting rights, and the raise is conditional upon it. Shares might also be issued to related parties under the shortfall facility or to new shortfall investors, as I described earlier.
Depending on the amount of the shortfall, the shortfall facility could be a material transaction under NZX Listing Rules, and so participation by related parties in the shortfall facility would also require approval under NZX Listing Rule 5.2.1. This is the second resolution we'll be voting on today. The raise, however, is not conditional upon this being passed. Just for real clarity, the majority shareholder and associates cannot vote on either resolution, and related parties and associates cannot vote on Resolution 2.
Turning to performance and current outlook. Clearly, we have been trading through a challenging environment, as we discussed at the half year and at our AGM last year. A 10-year high in unemployment alone clearly isn't helpful. We know that business sentiment is important to New Zealand as a whole, and that's a hard one to measure with any certainty and any consistency given the current global economic climate.
I just want to be clear that we have made progress this year. The estimate that we gave for FY 2026 remains in line with our current performance, if not slightly better, and that was a return to positive earnings growth and a positive movement from prior year. As you will know, we're currently completing our end-of-year audited statutory account process, and I look forward to reaffirming some of the positive highlights that we've seen, probably most specifically in our blue-collar segments, but also in the executive recruitment area of the business that has certainly helped us this year.
My team are also aware that success in a contracted market comes from winning market share growth, and that absolutely remains a key focus, but without eroding margin or clearly chasing bad business. So far as the key considerations, as were highlighted in the documents and in the Simmons report, I guess, the key ones for us, Resolution 1 needs to be passed. A minimum of NZD 5 million needs to be raised for the raise to be classified as successful. Consideration should also be given to the potential increase in control of the Hull Family Trust, which may occur depending on the level of participation, once again, across the entire shareholding base. Again, just to be clear, the majority shareholder and associates can't vote on either resolution, and related parties and associates can't vote on Resolution 2.
I'm pleased to note that the independent advisor report that was included in the 30th of March notice of meeting supported the raise constructs and rationale, as do the independent directors of the AGL board on both recommending voting in favor of both resolutions. With that initial summary, I'll look to open up the Q&A session and see if we received any questions during the meeting.
Okay, we have received one question. I'll read out the question first. Your forecast in the presentation for the next two years are for revenue growth of 20% per annum, thereabouts. How have you come up with this very optimistic figures given there is no positive economic news in New Zealand that will propel the business so much forwards? Please explain in detail as these numbers pose too rosy a picture given we're asked to help fund the company going forward, i.e., rights issues.
I think maybe I'll start to answer that. As you will know, when we spoke, and created the documents, and worked on our estimates for the next few years, we'll go through a process in detail. We look at each business unit. We do both a top-down view of the market and then a bottom-up build to ensure that we've got line of sight of the activity and the work that needs to happen to generate the outcome. Obviously, the question specifically here points to revenue. When we have the business units that we currently have, mix is quite important. It's not a 20% growth across every single business unit. Some business units will be higher than others.
Of course, this doesn't point to what is equally important, the GP, the gross profit number or the earnings number that it points to as well. We're comfortable with the build that we have put forward and the way in which we've followed the process to give us an estimate for the next two years. Can I sit here and tell you that the impact in the economy is not going to affect this business? No, I can't say that today. I don't think anybody can. I'm comfortable in the way in which we have built off the back of growth that we've seen this year, certainly from an earnings perspective, that will flow into activity that I think will materialize next year as we see it.
We are comfortable that we followed the right process for us to come up with an estimate, but I will once again, as per the document states, is an estimate currently, and as with all estimates, that contains risk. That is the only question we have received so far.
Okay. I will now move to the formal business and resolutions. Voting will be conducted once again by way of poll. Results of the vote will be officially announced via the NZX after this meeting. If you voted ahead of the meeting or appointed a proxy, then you do not need to do anything else. Those that will vote, you will have now on your screens the ability to click Get a Voting Card, and I will move to the resolutions. Okay. Ordinary Resolution 1, to consider, and if thought fit, pass the ordinary resolution as stated. Please vote by selecting For, Against, or Abstain, for Resolution 1 on your voting card.
Okay. Ordinary Resolution 2, once again, to consider, and if thought fit, to pass the following ordinary resolution. Please vote by selecting For, Against, or Abstain for Resolution 2 on your voting card. Okay. In summary, obviously we received our proxy vote results, which I will now put on the screen. For Resolution 1, of the shares voted by proxy, 93.52% supported Resolution 1. For Resolution 2, the issue of new shares related to parties in the shortfall facility of the shares voted by proxy, 93.15% supported Resolution 2. Straight after this meeting, we will obviously combine that with shares from today, votes from today rather, and confirm on the NZX after the meeting the results.
Just a reminder of the timetable. We're obviously currently at the 16th of April, our special shareholder meeting. If passed, then rights trading opens up on the NZX tomorrow, that's the 17th of April. Record date, once again, to be clear, is 7:00 P.M. on the 20th of April. The opening date for the rights offer, the 22nd of April 2026. That will then close on the 30th of April 2026. Closing date for the rights offer being 5:00 P.M. on the 6th of May. I think I'll now summarize and maybe pass back to Simon, who I think should be on screen. Simon, any closing remarks or comments from yourself?
Hi. Thanks, Jason. Look, well done. Thanks to the shareholders that have attended the meeting today. Thanks for the question. Look, I think that we're grateful for the support we're seeing from shareholders and appreciate the confidence for us to go ahead and push forward with this issue and drive the business forward. Look, thanks very much. To our team who are watching, thanks for all the mahi and look, I know you're doing a great job out there. Thank you.
Thanks, Simon. Meeting closed. Thank you.