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Knights Capital Group Limited
Annual General Meeting 2018
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Agenda Introduction – Grant Priest, Company Secretary
Declarations – Lawful Notice Quorum Chairman of meeting Introduction of Directors Ordinary business – Grant Hodgetts, Executive Director Financial statements & reports Resolution 1 - Re-election of Gregory James Paramor AO Closure of meeting Executive Director’s briefing – Grant Hodgetts Questions - Grant Hodgetts Close Knights Capital Group Limited
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Agenda Introduction Declarations Introduction of Directors Ordinary business – Grant Hodgetts, Executive Director Financial statements & reports Resolution 1 - Re-election of Gregory James Paramor AO Closure of meeting Executive Director’s briefing – Grant Hodgetts Questions - Grant Hodgetts Close Knights Capital Group Limited
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Board and Advisors Knights Capital Group Limited
Grant Hodgetts, Executive Director Greg Paramor, Independent Non-executive Director Michael Britton, Independent Non-executive Director Grant Priest, Company Secretary Graeme Jennings, Partner, Accru Page Kirk & Jennings – Auditors Daniel Romano/Shayne Leslie, Principals, Zafra Legal – Solicitors, Litigation Philip Crutchfield QC – Counsel, Litigation Jeremy Wade/Larry Iffla, Partners, Iffla Wade – Solicitors, Commercial Carolyn Chudleigh, Partner, HFW Australia – Solicitors, Property Knights Capital Group Limited
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DIRECTOR’S MEETINGS Director’s Meetings Audit Committee Meetings
Attended Eligible to attend Held Michael Britton Grant Hodgetts Greg Paramor Audit Committee Meetings Michael Britton Grant Hodgetts Grant Priest Director Briefings Michael Britton Grant Hodgetts Greg Paramor Knights Capital Group Limited
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Agenda Introduction Declarations Introduction of Directors Ordinary business – Grant Hodgetts, Executive Director Financial statements & reports Resolution 1 - Re-election of Gregory James Paramor AO Closure of meeting Executive Director’s briefing – Grant Hodgetts Questions - Grant Hodgetts Close Knights Capital Group Limited
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Agenda Introduction Ordinary business Closure of meeting
Declarations Introduction of Directors Ordinary business Financial statements & reports Resolution 1 - Re-election of Gregory James Paramor AO Closure of meeting Executive Director’s briefing – Grant Hodgetts Questions - Grant Hodgetts Close Knights Capital Group Limited
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Agenda Introduction Ordinary business Closure of meeting
Declarations Introduction of Directors Ordinary business Financial statements & reports Resolution 1 - Re-election of Gregory James Paramor AO Closure of meeting Executive Director’s briefing – Grant Hodgetts Questions - Grant Hodgetts Close Knights Capital Group Limited
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Executive Director’s briefing
Throughout the year we focussed on - The assets held, and actively managed, by the Company Meeting all statutory requirements and satisfying all financial covenants Maximising the performance and contribution of the Company’s investments Monitoring the performance of those assets that the Company does not actively manage – Arbortech & Cedar Woods Wellard Negotiating with DWER to limit the impact of contamination on the Albany assets Dealing with two unsolicited offers to purchase the Albany assets Legal proceedings A settlement has been reached To be discussed later in the Executive Director’s briefing Knights Capital Group Limited
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Executive Director’s briefing
Financial metrics % Current assets incl. cash ↑ $7.284m $8.105m 11.3 Total assets ↓ ($0.203m) $20.233m $20.030m (1.0) Net Assets ↓ ($0.319m) $19.944m $19.625m (1.6) Net Equity/Share ↓ ($0.132) $ $ (#) (1.6) Gearing − % 0.00% Profit for the year ↓ ($0.741m) $0.400m ($0.341m) (185.3) No dividends were paid (#) This is prior to settlement of the litigation Knights Capital Group Limited
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Executive Director’s Briefing
Knights Capital Group Limited Knights Parks and Properties Pty Ltd (100%) Knights Capital Management Pty Ltd (100%) Albany Gardens Holiday Resort (Wound up in June 2017 and de-registered in January 2018) Albany Gardens Lifestyle Village Other Investments Cedar Woods Wellard Pty Ltd (35% interest) Arbortech Industries Limited (~10% interest) Listed Investments Realised Investments Seascapes Knights Tourist Park Fund Knights Coastal Land Fund Capital Returned Wound up Wound up in May 2017 Knights Capital Group Limited
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Executive Director’s briefing
Cedar Woods Wellard Sales momentum has slowed significantly Project completion now estimated to be late 2019 Return of capital through year of $1.05m Revaluation loss of ($131K) Carrying value $3.957m (2017: $5.137m) Knights Capital Group Limited
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Executive Director’s briefing
Arbortech Selwyn Bajada, the former Managing Director of KCGL, was at the time the investment was made, a Director of Arbortech. He is still a Director. The Company has a 9.39% interest in Arbortech being 1,290,087 shares Cost base - $685,401 Fair value at 30 June $1,307,173 (2017: $1,103,863) – an increase of 18.42% The Board of Arbortech has decided not to progress the creation of liquidity in its shares Discussions have been held with potential buyers of the Company’s interest in Arbortech. Knights Capital Group Limited
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Executive Director’s briefing
Knights Parks & Properties Pty Ltd KPPL’s after tax contribution to the Group decreased to $78,513 (2017: $122,682) DWER has advised that 22 Wellington Street has been contaminated by a diesel spill from an adjoining property. A testing and sampling regime has been established and this has allowed for the removal of some conditions affecting future work on site. The conditions of the memorial on title have been significantly amended as a result. Pay rates in the Enterprise Agreement were renegotiated Unsolicited offers to purchase the Albany assets were made over the last 12 months but they were withdrawn due to the site contamination. The properties will be formally offered for sale in the new year. Knights Capital Group Limited
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Executive Director’s briefing
Knights Parks & Properties Pty Ltd Albany Gardens Holiday Resort A slowdown in visitation to the South-West, combined with another wet and cold winter in 2018, negatively impacted occupancy levels. An emphasis on marketing through social media continued throughout the year with selective “specials” having been well accepted. A focus on corporate guests has shown some promising results. Retention of quality staff remains an ongoing issue The Resort was revalued during the year, leading to a marginal reduction in value Knights Capital Group Limited
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EXECUTIVE DIRECTOR’s Briefing
Knights Parks & Properties Pty Ltd Albany Gardens Lifestyle Village The five yearly market rental adjustment was completed in 2018. The Park Liaison Committee was re-established with the smaller village in Albany Gardens Holiday Resort represented for the first time. Income increased marginally and expenses were well controlled. Demand for homes of this type has dropped off in the last twelve months. The Village was revalued during the year, leading to a marginal increase in value Knights Capital Group Limited
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Executive Director’s briefing
Discovery Africa Ltd 614,637 shares (costbase of $248,415) Market value at 30 June 2018 was $0.011/share for a total of $8,605 (2017: $6,761) Great Cell Solar (previously Dyesol) 150,000 shares (costbase of $135,571) Shares were voluntarily suspended from trading on the ASX on 9 March 2018. As a result, the shares cannot be traded and no value has been ascribed to them. Knights Capital Group Limited
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Executive Director’s briefing
Legal proceedings The Company issued a writ of summons and statement of claim in the Supreme Court of WA in mid against Bajada & Associates Pty Ltd (“BAA”) and Mr Selwyn Bajada (“SJB”) for the amount of $1,446,220.58, (subsequently amended to ~$1.299m plus interest and costs). BAA and SJB filed a defence and counterclaim against the Company in August 2014 for unpaid management fees and performance bonuses in the sum of $1.864m (subsequently amended to ~$2.2m) and for special damages against both the Company and your Directors and Company Secretary in the sum of $6.878m, plus interest and costs. Legal proceedings have continued since then but a confidential commercial settlement has now been agreed and all legal proceedings have ceased. The current estimate of the net equity/share for the Company, subsequent to settlement of the litigation, is $0.7365c/share – an increase of 19.1% since 30 June 2013. Knights Capital Group Limited
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Agenda Introduction Ordinary business Closure of meeting
Declarations Introduction of Directors Ordinary business Financial statements & reports Resolution 1 - Re-election of Gregory James Paramor AO Closure of meeting Executive Director’s briefing Questions - Grant Hodgetts Close Knights Capital Group Limited
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Close Thank you for your attendance and participation today.
Please join us for some light refreshments and the opportunity to meet with the Directors and advisors. Knights Capital Group Limited
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