Thank you. Good afternoon, ladies and gentlemen, and welcome to the virtual Special Shareholders Meeting for TruScreen Group Limited. My name is Tony Ho, and I'm the [Non-Executive Chairman] of the company. We are pleased to welcome our online participants to our virtual meeting platform provided by our share registrar, MUFG Pension & Market Services.
Morning, all.
Morning, Reece.
How are you?
Good. We have to mute you for the time being. You can vote and ask questions online. I will provide you with further instructions as we progress through the meeting. If you encounter any issues, please refer to the virtual online portal guide, or you can call the helpline on New Zealand 0800 200 220. The company secretary has confirmed the notice for meeting was duly given to shareholders and all other persons entitled to receive it, and the meeting has been properly convened.
I will also take the Notice of Meeting as read. The company secretary also confirmed that a quorum of members are present virtually, and I declare the meeting open at 1:00 P.M. New Zealand time. The agenda for the meeting will be as follows. I provide a brief introduction, followed by a share with this general discussion on the whole agenda items. We move on to the formal business, which include eight resolutions. Introduce you to my fellow directors. I would like to introduce Ms. Christine Pears, our Independent Non-Executive Director and Chair of our Audit Committee. I'll move on to Dr. Dexter Cheung, Independent Non-Executive Director, Chair of our Technology Committee.
Hi, everyone. I'm Dexter Cheung.
Thanks, Dexter. Our new director, Mr. Reece O'Connell, Independent Non-Executive Director. Give us a wave, Reece. That's good. Yeah. Thanks.
Also in attendance, Guy Robertson, our CFO and Company Secretary. Most importantly, Marty Dillon, our CEO. Thank you, Marty. Now for the formalities of the meeting. Unfortunately, we have to make sure that everything is enunciated to ensure that the meeting does not breach any rules and regulations. Voting on the resolutions will be conducted by poll. Shareholders will be able to cast their votes using the electronic voting card received when validating the online registration. Please refer to the virtual meeting online portal guide or use the helpline as specified. Questions will be taken online through the virtual meeting website. I encourage shareholders who have questions to send the questions through as soon as possible. Proxies have been appointed for the purposes of this meeting in respect of approximately 285 million shares, being about 29% of issued capital.
I will be voting all discretionary proxies that I have received in favor of the resolutions, except for Resolution 7, where directors have an interest in, as set out in the Notice of Meeting. I'm holding 38 million undirected proxies for the resolutions. The results of the proxies are displayed on the screen. [Sherry], [Jacob]? Yep.
Okay. No, it's all right. I should switch off my phone. Siri is joining the meeting. Okay. Let me provide some introduction comments. The purpose of this Special Shareholders Meeting is to seek your approval on parts of the recent successful capital raising. Full details of the structure are included in the explanatory notes attached to the Notice of Meeting. In summary, we announced a capital raise on the 21st of May, comprising of a share placement and a renouncable rights issue.
A placement to institutional and other select shareholders in New Zealand and Australia to raise up to NZD 1 million. The issue of up to 71,428,571 new ordinary shares in TruScreen at the issue price of NZD 0.014 with the ability to accept oversubscription at the board discretion, and obviously subject to shareholders' approval. The placement options. Shares issued under the placement will carry attaching options with an exercise price of NZD 0.014 and an exercise period of 24 months from the date of issue of the initial share. The placement options are being offered at a ratio of one option for every two new shares subscribed for and issue under the placement. The terms of the placement options are set out in Schedule 2 of the Notice of Meeting. Let me move to the renounceable rights offer.
A one-for-five pro-rata renounceable rights issue to raise up to approximately NZD 1.943 million. Shares under the rights offer are being offered at a slight discount of NZD 0.013 to the closing price on the 19th of May 2026. That is subject to your approval. The company also intends to issue up to 30 million options to the joint lead managers of the offer, who are SP Corporate Advisory Proprietary Limited and Arete Capital Proprietary Limited, both of whom are Australian-based, in consideration for services provided. I should note that whilst we said up to 30 million per the Notice of Meeting, the final options that we are seeking approval for is less than that. The company advised in an announcement on the 25th of May that it has received confirmations for a share placement of approximately NZD 1.82 million, which is approximately 130 million shares.
The placement was oversubscribed by approximately NZD 820,000. Given that the demand in the placement was higher than the company's available placement capacity, the company has agreed with placement participants to implement a partial deferred settlement for the placement as follows. One, 109,999,995 shares, which is our maximum capacity, will be issued under the tranche 1 on the 2nd of June 2026. Approximately 17,690,476 shares will be issued in tranche 2, subject to receiving an ASX, sorry, I should say NZX waiver to permit the later settlement time and subject to shareholder approval at the meeting to be held at the end of July, which is today's meeting.
The company will issue one free attaching options for each two new shares issued under the placement, including shares issued under both tranche 1 and 2, with an exercise price of NZD 0.014 and an expiry date two years from the date of issue, subject to shareholders' approval at today's meeting. The renounceable rights issue, as announced on the 21st of May, opened on the 29th of May, providing eligible shareholders on the record date of 28th of May the opportunity to take up their entitlement of one share for every five held at the price of NZD 0.0130. Documents for the renounceable rights were mailed to shareholders on the 29th of May 2026. The company is now seeking approval for the issue of placement options pursuant to NZX Listing Rule 4.2.1.
Specifically, shareholders are asked to approve the issue of placement options up to the number of placement shares subscribed for under the offer, being 63,845,236 options, and a further 25,200,000 broker options to the joint lead managers, which have been determined based on the actual amount raised. Each share issued under the offer will, if approved by shareholders, entitle shareholders to a one-for-two attaching option at the price paid for the shares under the initial placement. Each placement option will be able to be exercised for 24 months from the date of issue of the underlying options.
I would now like to open the floor for shareholders' discussion on the capital raise that we have conducted. Are there any matters that shareholders would like to raise? You also have the opportunity as we go towards each resolution to ask questions on each specific resolution Guy, are there any questions up for discussion?
Tony, there are no questions at the moment.
Thank you. I will now move to the formal resolutions. As I said earlier, you may ask questions on each matter prior to me putting the resolution to the shareholders, to the meeting for determination. Just reiterating, all resolutions will be determined by poll. Shareholders will be able to cast their votes using the electronic voting card received when online registration is validated. To vote, you would have to click Get Voting Card within the online meeting platform. You will be asked to enter your shareholders or proxy number to validate. Please then mark your voting card in the way you wish to vote by clicking For, Against, or Abstain on the voting card.
Once you have made your selection, please click Submit Vote on the bottom of the card to lodge your vote. Importantly, voting will remain open until five minutes after the conclusion of the meeting, and the results of the vote will be declared as announced on the NZX later on this afternoon. If you require any assistance, please refer to the virtual meeting online portal guide or use the helpline. All resolutions are ordinary resolutions and approved by the simple majority of the votes cast by shareholders entitled to vote and voting on the resolution. Just a reminder that Resolution 2 and 4 are interdependent. If Resolution 2 is not passed, I will not put Resolution 4 to the meeting. Now, let me move to the formal resolution.
Resolution 1 is what we normally refer to as a refreshing resolution to refresh the 15% headroom capacity that we have used up, so that moving forward, we shareholders have given the company the headroom required. Right. Let me read the Resolution. That the previous issue under NZX Listing Rule 4.5.1 of 109,999,995 ordinary fully paid shares in the company at an issue price of NZD 0.014 per share on 2nd of June be approved and rectified for all purposes, including NZX Listing Rule 4.5.1 (c). Are there any questions, Guy?
Tony, there are no questions on this Resolution.
Thank you. What I intend to do is that I will allow shareholders to vote all eight resolutions at the end rather than voting individually. We'll just move on to Resolution 2.
Attached to Resolution 1, there's a need to approve Oh, no. Resolution 2 is actually the approval of the issue of oversubscribed placement shares. As indicated earlier, we received 820,000 oversubscription in the placement. That equates to 17,690,476 shares, and we need shareholders' approval for that. Let me read the Resolution. The shareholders approve the issue by the company of 17,690,476 ordinary fully paid shares at an issue price of NZD 0.014 per share in accordance with NZX Listing Rule 4.2 and the terms outlined in the explanatory notes. Any questions, Guy?
Tony, no questions on this Resolution.
Thank you. We move to Resolution 3, which is the issue of attaching options to Resolution 1, I think. Okay. The shareholders approve the issue of one for two options attached to each of the 109,999,995 fully paid ordinary shares of the company, issue to select institutional and other select investors under the placement in accordance with NZX Listing Rule 4.2 and on the terms as set out in the explanatory notes. Guy? Questions?
Tony, there are no questions on this Resolution.
Thank you. Resolution 4. As I said earlier, Resolution 4, that's interesting, because all the voting is going to be at the end of it. I will put this resolution subject to Resolution 2 being approved, then th e voting on Resolution 4 will be accepted. If Resolution 2 is not approved, then the voting on Resolution 4 will be disregarded. Let me read the Resolution. The shareholders approve the issue of one for two options attached to each of the 17,690,476 fully paid ordinary shares of the company issued to institutional and other select investors in accordance with Resolution 2, in accordance with NZX Listing Rule 4.2, and on the terms as set out in the explanatory notes. Guy?
Tony, there are no questions on this Resolution.
Thank you. Right. We now move to Resolution 5, which is approval for the issue of 25,200,000 broker options to the joint lead managers. I've got to say that we were very pleased with the performance of the joint lead managers in that they have exceeded expectations. They earned their incentive, let's put it this way. Let me read the Resolution. The shareholders approve the issue by the company of 25,200,000 broker options in accordance with NZX Listing Rule 4.2 and on the terms outlined in the explanatory notes. Guy?
Tony, there are no questions on this Resolution.
Okay. Resolution 6. Just by way of background, during the year we agreed with our CFO that we paid him for some services in shares rather than in cash, and we negotiated a settlement of a million shares for an invoice. It's for services rendered. Technically, it doesn't need shareholders' approval, but in the interest of transparency, we have put this Resolution to shareholders. Obviously, Guy Robertson will not be voting on this Resolution. The shareholders approve the issue by the company of 1 million ordinary fully paid shares at an issue price of NZD 0.018 per share in accordance with Listing Rule 4.2 and on the terms outlined in the explanatory notes. Are there any questions?
Tony, there are no questions on this Resolution.
Okay. Resolution 7, issue of options to directors. I should emphasize that directors are excluded from voting on this Resolution, and I have had a number of phone calls and email discussions with two or three shareholders on this matter. The issue of options for directors is always a sensitive discussion. Nevertheless, let me provide some background. During two years of roadshow, we have now attracted quite a large, not a large number, a growing number of fund managers, micro-cap fund managers, and hedge fund managers in Hong Kong and in Singapore.
The question is always raised as to how come the directors are not incentivized to align their interests with the interests of shareholders? I think in those marketplaces, it is usual for directors and senior executives to be highly incentivized to ensure that they all drive the company in the same direction to enhance shareholders' value. With the recent appointment of Reece O'Connell, where part of the arrangement is that he will come on board with a 5 million option package, it was more appropriate to do it all together rather than to do one at a time because Christine Pears was supposed to have an option package, but we haven't come around to doing it. Options for Dexter have expired or will lapse or have lapsed, and my options have lapsed. Over the years, shareholders have always approved options for directors.
To the best of my memory, no directors have ever exercised the option simply because we never achieve the conditions of the options. In this instance, after a lot of consideration, the Board decided to put together a package for the Board comprising 5 million options for each of the non-executive directors, plus an extra 2.5 million for the chairman, totaling 22.5 million. Okay. Let me read the Resolution. The shareholders approve the issue by the company of 22.5 million options to the directors of the company in accordance with Listing Rule 4.2 and on the terms outlined in the explanatory notes. Guy, questions?
Tony, there are no questions on this Resolution.
Okay, thank you. We come down to Resolution 8, which is the approval of the issue of oversubscribed shortfall shares. It is not very often, in my experience anyway, that when we have a rights issue, that we even have the shortfall oversubscribed for. This is an example of shareholders and investors recognizing the success of the company in gaining traction in our commercialization journey, and it is pleasing to see that shareholders continue to support the company through the rights offer. We need to approve 22,188,094 oversubscribed rights shares. Let me read the Resolution. The shareholders approve the issue by the company of 22,188,094 ordinary fully paid shares at an issue price of NZD 0.013 per share in accordance with Listing Rule 4.2 and the terms outlined in the explanatory notes. Question?
Tony, there are no questions on this Resolution.
Thanks, Guy. I now pause for a few minutes for shareholders to submit their electronic voting cards. You should now submit your votes.
Voting will remain open until five minutes after the close of the meeting. Results of the poll will be declared and announced on the NZX after the conclusion of the meeting. [Sherry], you can play some music. [Jacob], you can play some music. I ask that question each time, isn't it? You guys should have some music. At this juncture, I will now close the meeting. Ladies and gentlemen, thank you for your online attendance at TruScreen Group Limited Special Shareholders Meeting. I now declare the meeting closed. At whatever the time is, I turn off my phone. Your directors look forward to meeting with you at the forthcoming annual shareholders meeting to be held in Auckland on 1 September 2026. Thank you very much, goodbye.