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CLEARVIEW WEALTH LIMITED — AGM Information 2008
Oct 22, 2008
64733_rns_2008-10-22_bf7046a9-f96b-4a8c-a2e9-be1cdcea8805.pdf
AGM Information
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ASX Company Announcement
Date: 23 October 2008
CHAIRMAN’S ADDRESS TO THE AGM
When I stood in front of you at last year’s AGM, I noted that the global share and credit markets were experiencing substantial volatility and the future was uncertain.
I told you that MMC held substantial cash and was well placed for the future. These large cash holdings have benefited the company over the past 6 months, when compared with some of the other listed participants in the financial services industry.
It has however been an extremely difficult year for the company because of a number of factors. These include the global credit crisis, which has cast a dark cloud over the world financial system and created a difficult operating environment.
We also experienced a number of changes in our senior key personnel, while two significant write downs caused MMC to post a trading loss for the year. MMC made a consolidated trading profit of $9 million after tax for the year. However the board considered it prudent to write off intangible assets of $31 million, and in accordance with applicable accounting standards, made an after tax impairment charge of $21 million - recognising the decline in the value of our listed investments as a result of the continued weakness of equity markets. Because of these factors, the company incurred an after tax loss of approximately $43 million for the year, compared with a net profit after tax of $20 million in 2007.
The write-offs and impairments gave the board no choice but to announce that there would be no final dividend after paying an interim fully franked dividend of 4 cents per share in March 2008.
The difficult operating environment led the board earlier this year to initiate a new strategy to transform the company from relying on earnings from what are now extremely volatile listed investments, to an operating company that produces sustainable earnings.
Our strategy involves developing a broader presence in the growth of the wealth management industry over the long term by becoming a fully integrated wealth management company. Alex Hutchison, an experienced leader in this sector was appointed CEO in March 2008 and will shortly provide you with an overview of this strategy.
As you would have seen in the notice of meeting, another key component of this strategy is the replacement of HGL Ltd as major shareholder with The Guinness
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Peat Group. GPG are well known in the areas of revitalising companies and have an excellent track record and expertise in wealth management. We want you as shareholders to participate in this exciting evolution of the company while at the same time receiving some capital not required to fund this new operating structure which may assist you in the current economic environment.
As part of our considerations to pursue this new direction, your directors recognise that the MMC shares have traded for the past year at a significant discount to their net tangible asset backing. A buyback program therefore provides an efficient method to return to you this excess capital of $75 million. In the new financial year the company invested the majority of its assets in cash – a move which has enabled the company’s net tangible assets to hold their ground in the midst of the meltdown in financial markets. As at 30[th] September 2008 approximately 86 per cent of the company’s assets are invested in cash with a NTA backing of 70.9 cents per share.
There is little prospect that markets will recover their pre-crash health throughout the current financial year, hence your board’s decision to offer you this opportunity to receive a capital return and participate in a robust strategy to grow MMC in a new, exciting direction without direct exposure to equity markets.
The combination of this buyback program, if approved by you at this meeting today, and the return of capital in February 2008 mean that almost $100 million worth of excess capital will have been returned to shareholders over this calendar year.
You would have received in your Explanatory Statement for the Notice of Meeting an independent expert’s report. This report concluded that the advantages of the sale of shares outweigh the disadvantages and that the buyback is fair and reasonable to shareholders other than GPG and HGL. Approval for both the capital return and the sale of HGL shares to GPG will be sought from you today. The independent directors strongly recommend you vote for the passage of the resolutions to be put to you, to ensure your company can grow in the future and deliver long term value. Your Board also unanimously endorses the proposals.
You should note that both resolutions require shareholder approval if either is to take effect.
I thank you for your patience and for your support during what has been a volatile 12 month period for MMC and most participants in the global financial industry.
I will now ask Alex to take you through the company’s strategy. K J Eley 23[rd] October 2008