General Capital (GEN:NZ) Annual Meeting Presentations

Welcome to
General Capital Limited’s
Annual Meeting
1
2:00pm Friday 30 August 2019

2

Brent KingRewiBugoHueiMin (Lyn) Lim
Simon McArleyGraeme Brown
3

4

1. Chairman’s Introduction
5

2. Apologies
6

To receive and consider the annual report of the
Company for the year ended 31 March 2019,
including the financial statements for that year
and the directors’ and auditor’s reports to the
shareholders.
3. Annual Report
7

8

Shareholders of General Capital Ltd will receive a 0.3%
Bonus when they invest in General Finance Secured
Deposits.
The minimum parcel of shares to qualify is $1,000.
If you have funds to invest, consider General Finance
Secured Term deposits.
14

Secured Deposit Rates.
TermStandardShareholder
6 months3.35% pa3.65% pa
9 months4.45% pa4.75% pa
12 months4.65% pa4.95% pa
15 months5.05% pa5.35% pa
18 months5.20% pa5.50% pa
2 years5.40% pa5.70% pa
3 years5.55% pa5.85% pa
4 years5.55% pa5.85% pa
5 years5.55% pa5.85% pa
15

NZSX Constitution $1,000
We have over 720 shareholders and over 620 holders of each Warrant. This is costly for a
company of our size. As responsible managers of the Company we must manage costs. The
Board will consider the compulsory clauses.Shareholders have had significant time and
opportunity to increase their holding.
•Shareholder Purchase Plan
•Warrants easy exercise early
No one gets a free ride.Those who hold less than the minimum should consider their
position.
16

•General Finance Ltd.applies for a Credit rating for it’s Secured
Term Deposits.
•Equifax Australasia Credit Ratings Pty. Limited appointed.
•Expected announcement during September 2019.
17

Resolution 1: Auditors
To record that the Company’s Auditors, Baker Tilly Staples Rodway Auckland, are
automatically reappointed as auditors pursuant to section 207T of the Companies Act 1993
and to consider, and if thought fit, to pass the following ordinary resolution:
•“That the directors of the Company be authorised to fix the fees and expenses of
the auditors of the Company for the financial year ending 31 March 2020.”
4. Resolutions
20

Resolution 1: Auditors
•Discussion on the Resolution
21

Resolution 2: Re-election of Director
To consider and, if thought fit, to pass the following ordinary
resolution:
•“That Rewi Hamid Bugo, who retires by rotation at the Annual
Meeting and is eligible for re-election, be elected as a director
of the Company”
(see Explanatory Notes).”
22

Resolution 2: Re-election of Director
•Discussion on the Resolution
23

Resolution 3: Re-election of Director
To consider and, if thought fit, to pass the following ordinary
resolution:
•“That HueiMin (Lyn) Lim, who retires by rotation at the
Annual Meeting and is eligible for re-election, be elected as a
director of the Company
(see Explanatory Notes).”
24

Resolution 3: Re-election of Director
•Discussion on the Resolution
25

Resolution 4: Changes to the Company’s Constitution
To consider and, if thought fit, to pass the following special resolution:
•“That the Company’s existing constitution is revoked and that the
proposed constitution, as presented to this meeting and signed by
the Chairman for the purpose of identification, be adopted as the
constitution of the Company (see Explanatory Notes).”
26

Resolution 4: Changes to the Company’s Constitution
•Discussion on the Resolution
27

Thank you for attending
General Capital Limited’s
Annual Meeting
28

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General Capital Limited
Annual Meeting
30th August 2019

Speech – Chairman of the Meeting


Rewi Bugo

1.0 Introduction

Good afternoon everybody.

It is 2:00pm and it is time to start the Annual Meeting of Shareholders of
General Capital Limited.

My name is Rewi Bugo, I am the Chairman of the Board of Directors of
General Capital Ltd.

I would like to introduce my fellow Directors.
 Brent King our Managing Director;
 Ms. Lyn Lim;
 Mr. Simon McArley; and
 Mr. Graeme Brown.

I am advised:
➢
that the notice of meeting has been in shareholders hands for the
required period; and
➢
that the Annual Report has been available to Shareholders for the
required
period; and
➢
that we have a quorum present and hence we have a correctly
constituted
meeting.

I declare the meeting open.

It is my pleasure to formally welcome you all here today to the first
Annual Meeting of General Capital Limited.

I advise that we have received 27 proxies representing 12.85% of the votes.

1.0 Apologies

- Do we have any Apologies?

We also have in attendance:
•

Mr. Jonathan Clark the Chief Financial Officer of our Group.
• General Capital’s auditors, Baker Tilly Staples Rodway represented
by Mr. Nigel De Frere; and Mr Aser Izurriaga Lerga.
•

General Capital’s lawyer, Mr. Allan McRae of Lowndes.
•

The Chair of General Finance Ltd. Mr Don Hattaway and his fellow
General Finance independent directors, Alistair Ward and Rob Hart and
Executive Director Greg Pearce .

➢ I confirm that the company’s Interest Register is available for inspection.
➢ I advise that this is a meeting of shareholders of General Capital Ltd.

I now formally welcome you to this first Annual Meeting of Shareholders of
General Capital Ltd.

In the interests of a full and open discussion the Directors of General Capital
Ltd have allowed non-shareholders to attend this meeting.

➢ There is no automatic right for a non-shareholder to attend this meeting.

➢ There is no automatic right for non-shareholders to speak without the
consent of the Chair.

➢ Please note if you would like to speak at any time
o Please raise your hand; and
o Wait to be acknowledged by the Chair.
o Please give your name and advise whether you are a shareholder,
media
or a guest.
o The Chair will retain the right to accept or reject the
comments or questions on a case by case basis.

➢ I ask that all mobile phones be turned off or to silent

➢ I ask that you note the exits which we will need to use in the event of an
emergency.

2.0 Agenda

I am sure you have all read the Notice of Meeting and the
attachments.

We will take these as read.

The agenda for today is in your Notice of Meeting and on the screen:
a) Introduction and Opening by Chair of the Meeting, Rewi Bugo
b) Receive Annual Report
c) Resolution 1: Auditors Fees
d) Resolution 2: Re-election of Director (Rewi Bugo)
e) Resolution 3: Election of Director (Lyn Lim)
f) Resolution 4: Changes to the Company Constitution



3.0 Receive Annual Report

To receive and consider the Annual Report, including the audit report and
financial statements, for the year ended 31 March 2019.

“That the Annual Report be received”

The Annual Report has been in all shareholders hands for the required
period.

CHAIRMAN COMMENTS

I hope that all shareholders have read the Annual Report. It is clear that since
completion of the transactions in August 2018 we have been working hard to
add value to the General Capital Group.

I draw your attention to page 4 of our Annual Report. It is clear that we have
made very significant progress during this period. All existing shareholders
will have seen that their investment has grown and when combined with the
warrants on issue there is an opportunity for investors to take advantage of
the growth of the Group.

 We have had very significant growth.

 Prior to the purchase of Corporate Holdings Limited, the owner of General
Finance Limited and Investment Research Group Limited, the market
Capitalisation of Mykco was less than $1.0m. Today, including warrants we
are approximately 10 times that value.

 The total assets at purchase date were approximately $800,000. As at
31/3/19 the total assets of the Group were $23.9m .

 This is exciting growth particularly considering that these numbers are all
after writing off over $500,000 of expenses relating to the acquisition in
September 2018.

 Please note the accounting rules applicable to reverse acquisitions are
very complex.

 I do recommend that you read the Annual Report in detail.

 Our CFO, Jonathan Clark or our Auditors, Baker Tilly Staples Rodway will
be available to answer any technical questions during or after the meeting.

 The Income Statement can be found on page 26 and the Statement of
Financial Position is on page 27 of the Annual report.

 You will see that the group has grown strongly and we held significant
cash of $2.9m at year end.

I now ask Our Managing Director, Brent King to address the
Meeting.

Mr. King’s presentation is in the attached document. [not to be
read]

Thank you, Brent - very Informative.

I now open the matter for discussion. Do we have any questions?

Ladies and gentlemen we have had sufficient discussion on this
matter.


As such we will move to the Resolutions.

4.0 Resolution 1: Auditors

To record that the Company’s Auditors, Baker Tilly Staples Rodway
Auckland, are automatically reappointed as auditors pursuant to section
207T of the Companies Act 1993 and to consider, and if thought fit, to pass
the following ordinary resolution:

“That the directors of the Company be authorised to fix the fees and
expenses of the auditors of the Company for the financial year ending
31 March 2020.”

I move the motion
Do we have a seconder? Thank you

I now open the matter for discussion.
We have had sufficient time to discuss the matter.
As such I put Resolution 1 to the vote.
➢ All in favour say AYE
➢ Those against please say NO

I declare the motion carried / not carried

5.0 Resolution 2: Re-election of Director (Rewi Hamid Bugo )

I ask Mr. King to assume the Chair

[BK to say some words]

To consider and, if thought fit, to pass the following ordinary resolution:

“That Rewi Hamid Bugo, who retires by rotation at the Annual Meeting
and is eligible for re-election, be elected as a director of the Company”

I move the motion
Do we have a seconder? Thankyou

I now open the matter for discussion.

I believe the Shareholders have had sufficient time to gain the information on
which to make an informed decision.

As such I put Resolution 2 to the vote.
➢ All in favour say AYE
➢ Those against please say NO

I declare the motion carried / not carried

Mr. Bugo to resume the Chair

6.0 Resolution 3: Election of Director (Lin Huei Lim)

To consider and, if thought fit, to pass the following ordinary resolution:

“That Huei Min (Lyn) Lim, who retires by rotation at the Annual Meeting
and is eligible for re-election, be elected as a director of the Company”

I move the motion
Do we have a seconder? Thankyou

I now open the matter for discussion.

I believe the Shareholders have had sufficient time to gain the information on
which to make an informed decision.

As such I put Resolution 3 to the vote.
➢ All in favour say AYE
➢ Those against please say NO

I declare the motion carried / not carried

7.0 Resolution 4: Changes to the Company’s Constitution

To consider and, if thought fit, to pass the following special resolution:


“That the Company’s existing constitution is revoked and that the
proposed constitution, as presented to this meeting and signed by the
Chairman for the purpose of identification, be adopted as the constitution
of the Company”


I move the motion
Do we have a seconder? Thankyou

I now open the matter for discussion.



I believe the Shareholders have had sufficient time to gain the
information on which to make an informed decision.

As such I put Resolution 4 to the vote.
➢ All in favour say AYE
➢ Those against please say NO

I declare the motion carried / not carried



General Business

Does anyone have any item of General Business they wish to raise?


Discussion



Closing

Ladies and Gentlemen, thank you for your attendance at this Annual Meeting
today.

We welcome you to stay for refreshments and a chat.
The meeting closed at:

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Managing Directors Speech to General Capital Annual Meeting 30-8-19


Thank you, Mr. Bugo,

It is a pleasure to speak to the meeting today.

I intend to review the past 12 months and to share some interesting developments with our
company.

Firstly, the acquisition of Corporate Holdings Ltd. was made just over 1 year ago in early
August 2018.
The acquisition has gone very well.
We have obtained significant benefits for the then Mykco shareholders as expected.
Our Chairman has explained some of the major progress we have made, and I will do so in
more detail.
This was a decision that the Directors considered carefully before presenting to shareholders.
It moved the Company then named Mykco from a simple shell which was consuming cash
into a high growth business with positive cash flow.


We have grown by all key indicators.
<graphs>

General Finance Cash up from $3.3m to $5.2m
General Finance Secured Fixed Term deposits up from $10.9m to $23.9m
General Finance Loans up from $11.1m to $ $24.3m
Total Assets of General Finance up from $14.5m to $29.5m

Total Assets for the Group are up from $17.9m to $ 33.0m

All of these are for the period starting 30
th
September 2018 and estimated closing for 31
st

August 2019. Only Eleven months. We expect further growth in the September.

It is an understatement to say, “we are very pleased with our growth for the period”.
I wish to reiterate that growth is costly.
You do not recover the cost of loan origination and overheads immediately.
Loan fees are spread over the term of the loans.
I note that we are building a very significant quantum of deferred income.
With the growth in our assets our income is growing in proportion.

Outlook
We expect the growth to continue at similar rates for September.
We expect to have a result of a small loss or Breakeven in the period to 30 September 2019.
This is conservative and it is possible that if certain transactions settle, we may be able to
improve on this.

Shareholder Bonus.

We are pleased to advise that the Directors of General Finance Limited have agreed to give
an interest rate bonus to all shareholders who invest in General Finance Ltd.’s Secured Term
Deposits. The Bonus will be .3% p.a. This will be cumulative on top of any other bonus’s that
a shareholder may qualify for.
I personally see this as the classic win / win.
The shareholders gain benefit from their deposit and the growth of the Group.
The group is able to grow faster and increase its income earning capacity.
The Shareholder bonus rates are on the screen.
The Bonus is only available to shareholders who have a minimum shareholding.
I will speak about this shortly.
We hope that shareholders will see this as a way that they can directly assist their Company.
We will consider shareholder’s families as well.
The key question would be where does the family start and stop.
We will make decisions on this.


Minimum Holdings

All Shareholders will be aware that being a shareholder of a listed company is a 2-way street.
The company has an obligation to manage the business in the best interests of the
shareholders.
The Shareholder must seek to assist the Company and not cause undue cost.

Shareholders will also be aware that General Capital has migrated to the Main Board, NZSX.

We are considering changes to our constitution later in this meeting.

One of the consequences is that the definition of a minimum holding is $1,000.

The Directors as part of their cost management must review all costs.
We now have over 720 shareholders and over 620 holders of each class of warrant.
This is a significant cost for a company of our size.
I will be reviewing this in the next few weeks and I will be making a recommendation to the
Board of Directors.

If you are a small shareholder, I strongly recommend that you consider your position.
The company may take the actions to reduce the number of minimum holdings using the
provisions in the constitution.
This would reduce General Capital’s listing costs.

If a shareholder who holds a sub minimum parcel wished to retain their shares, they must
increase their holding.

Options for this are:

 Exercise their warrants. This is simple, they can complete the documentation at any
time. The forms are available on the company’s website or they can be posted if a
holder wishes to call our office or you can make an appointment and pop in and we
can assist.
 You can buy additional shares on market, so your holding is above the level.
 You can buy additional warrants and exercise them.
 You can sell your holding(s) to another person.

All holders have had opportunities to consider their position.

We offered the Share Purchase plan last year.
We have issued warrants last year.
The Company has tried its best to offer minor shareholders opportunities to participate.

I reiterate that holders must make their own decisions based on their personal circumstances,
after taking the advice they consider appropriate.
The Directors must simply act in the best interests of the Group.

General Finance Credit Rating

I am pleased to advise that General Finance has agreed to undertake a credit rating process
with Equifax. This will allow an independent party to review General Finance and make an
assessment. This is unusual for a company like ours as we have an exemption until the year
after we grow past $40m.

We have an open and transparent relationship with our investors.
We want investors to make an informed decision.

No one will expect us to have the top rating at the start.
We are realistic.
I hope we can receive the rating sometime in September.
We will announce as soon as practical.


Sponsorship NZ Fashion Week Gala

I am very pleased to announce that we have secured the sponsorship of the NZ Fashion Week
Gala.

You will see images on screen.

This gives us a profile and is prestigious event. It also allows us to increase the effectiveness
of our marketing spend.
The value will more than offset the cost of this sponsorship.
The terms are subject to strict confidentiality.

The benefits will be of real value for the Group.

Looking forward we are focusing on:
 Profitable growth;
 Acquisition opportunities; and
 Technological developments.

Ladies and Gentlemen,

We have had a good year.
Our challenge now is to make that a better year next year.
We are well placed to build on this foundation.
I personally want to thank our Directors and you as our shareholders for your support.
Don’t be complacent we need more support.
The market is competitive.
I do remind small shareholders that they must think about their position.
They must either become shareholders with minimum holdings or leave the company.

Please be clear that we will all be working for the benefit of all stakeholders in the company.

I hope to be standing before you next year with an even better performance.

Thank you again.