Insignia Financial Ltd. (IFL) Earnings Call Transcript

[Audio Gap] people of the Kulin Nation and pay my respects to Aboriginal and Torres Strait Islander people, and their cultures to Elders past and present. We have a quorum, so I'm pleased to declare the meeting open. Welcome to those shareholders that are attending in person here today. I'm delighted also to extend a warm welcome to our shareholders who are participating through the webcast. The minutes of the 2024 Annual General Meeting are available for inspection by any shareholder by contacting the Company Secretary. The Notice of Meeting was distributed to all shareholders and copies are available on the company's website. I will take the Notice of Meeting as read. Let me outline the proceedings for today's meeting. I'll start off by presenting an overview of the year and a review of our performance. Our Chief Executive Officer will then follow with his address. The Chair and CEO speeches, we will be delivering shortly, were released to the market at the start of the meeting, and have been published on the Insignia Financial website. Following the overview, I'll table the financial reports and invite questions or comments. We will then move to the reelection and election of directors, followed by a resolution to adopt the rem report for the year ended June 30, 2025, the grant of performance rights to the CEO, and finally, the appointment of the auditor. At the conclusion of the meeting, please join us outside for refreshments. I will now explain the question and voting procedures for today's AGM. Shareholders and proxyholders as a whole will have a reasonable opportunity to ask questions during today's meeting. There will be time to ask questions on each formal item of business, and there'll also be time to ask general questions relating to the management of the company when we consider the financial report for the 2025 financial year. I ask that questions be directed to me in the first instance. Please note that only shareholders holding a Lumi handset or a blue nonvoting shareholder card are entitled to ask questions at today's meeting. There are members of staff standing at the back of the aisles, holding roaming microphones, please raise your hand and an attendant will bring a microphone to you. Where undirected proxies have been given to me as Chair of the meeting, I confirm that as set out in the Notice of Meeting, I will vote the undirected proxy in favor of resolutions as part of Items 2a and 2b, 3, 4 and 5, and against Item 2c. I confirm that I'll vote all directed proxies given to me as Chair of the meeting in accordance with the directions provided. Following discussion on each item of business, I will display details of the proxies received on the screen behind me. The final results of voting will be released to the market as soon as they are available. Let me begin by introducing the other directors. They are Scott Hartley, our Chief Executive Officer; Andrew Bloore; John Selak; Michelle Somerville, Jodie Hampshire and Gai, unfortunately she has been held up getting from flights in the airport. She is on her way, and she'll join the meeting -- here she is, just in time -- just Gai. So a very timely entry, Gai. I'd also like to introduce Dean Waters in the end here, who is representing the Company's auditors, KPMG. Also from our share registry, Boardroom Pty Limited, we have Steve Hodkin and his team. Steve will act as the Returning Officer for the poll to be held later at the meeting. Also present today is our Chief Financial Officer, David Chalmers; our group Company Secretary, Adrianna Bisogni; and our Chief People Officer, Mel Walls, and other members of the executive team are also here today. I'll now move to my address. Welcome to the Insignia Financial 2025 Annual General Meeting. Before I take you through the highlights of the year, I want to start by addressing the proposed acquisition of Insignia Financial by CC Capital Partners, LLC and its affiliates, which I'll hereafter simply refer to as CC Capital. I would like to refer shareholders to the company's announcement on the July 22, 2025, that Insignia Financial has entered into a Scheme Implementation Deed with CC Capital, which provides for CC Capital's big company to acquire all the issued shares in the company at a price of $4.80 cash per share by way of a scheme of arrangement. The all-cash consideration provides Insignia Financial shareholders with certain and immediate value with the Scheme Consideration applying an equity value of approximately $3.3 billion and representing a significant premium to the closing share price of $3.06 on December 11, 2024, the day prior to the announcement of the receipt of an indicative proposal from one party. The Board unanimously recommends that shareholders vote in favor of the Scheme subject to the independent expert concluding and continuing to conclude that the scheme is in the best interest of Insignia Financial shareholders and in the absence of a superior proposal. In arriving at the conclusion, the Board with the support of our advisers and management, undertook a detailed analysis of the company's value and made assessments about the risks that we may face as a company as we continue to execute our 2030 vision and strategy. The analysis, along with the Board's reasons for recommending that shareholders approve the Scheme, will be detailed in the scheme booklet to be distributed to shareholders prior to the meeting. The scheme booklet will also include the conclusion of an independent expert that has been appointed to assess the fairness of the value being offered by CC Capital. At the Scheme Meeting, shareholders will be asked to vote on the scheme. The scheme can only proceed, if among other conditions, it is approved by a requisite majority of Insignia Financial stakeholders being more than 50% of Insignia Financial shareholders who are present and voting in person or by proxy, and at least 75% of the total number of votes cast on the resolution at the meeting. The Scheme also requires court approval, with implementation conditional on CC Capital obtaining Foreign Investment Review Board and Australian Prudential Regulation Authority approval, and the satisfaction of waiver of certain conditions precedent. I note that the approval has already been granted from the Australian Competition and Consumer Commission, and the Financial Conduct Authority. Unfortunately, we're not in a position at this point to be more specific on the time line of when the scheme booklet will be dispatched or the meeting held as there are a number of regulatory processes that need to be completed, but you can rest assured that we are working closely alongside CC Capital and the regulators to progress the approvals as quickly as possible. We do remain confident that the Scheme Meeting will be held in the first half of 2026. As a Board, we remain firmly committed to ensuring we have the right governance and leadership in place to guide our company into the future. We regularly review our board composition to confirm alignment with strategic priorities, making sure we bring the right mix of skills, experience and perspectives to effectively support management and delivering long-term value. In terms of Board renewal, both Michelle Somerville, and Andrew Bloore are standing for reelection today, and the Board recommends voting in favor of both directors. I would also like to take the opportunity to bid farewell to John Selak, as foreshadowed at our last AGM, John will step down from the Insignia Financial Limited Board at the conclusion of today's meetings, having reached his 9-year anniversary. I would like to thank John for his outstanding contribution and commitment to Insignia Financial over the last 9 years. Over the last year, both government and regulators have continued their focus on our industry. We welcome the opportunities provided to us through consultations and round tables to work constructively with them to improve outcomes for Australians. We take our governance responsibilities seriously and one of the Board's key priorities this year has been to strengthen the foundations of risk and governance across Insignia Financial. This work is essential to ensuring we remain a trusted and resilient organization for our customers, regulators and you, our shareholders. Good governance means taking accountability. And throughout the year, we have maintained a strong focus on meeting our obligations under the court and forceful undertaking and advancing our rectification action plan. We've also implemented a significantly enhanced risk management framework, supported by clear accountabilities, stronger governance structures and a modernized risk management system. Importantly, as I signaled in my address last year, we welcomed Danielle Press as Chair and Non-Exec Director of our Registrable Superannuation Entity boards. Danielle's sharp regulatory insight and extensive industry experience has further strengthened our governance, positioning us for the long-term success. This year our staff also partnered with the Insignia Community Foundation to fulfill over 1,000 volunteer roles. This included Insignia Financial staff acting as mentors through the Arise Foundation on topics covering career mapping, goal setting, character strengths and elevator pitch designed to strengthen employment prospects. We are grateful to the Insignia Community Foundation for its ongoing support and leadership in creating meaningful opportunities for our people to give back. Their work enables us to connect with communities in impactful ways and ensures our efforts are aligned with the real needs across the country. I'm proud of the contribution our people make. Whether through volunteering or giving our employees support, engage with organizations that provide food relief, clothing and educational support. Their willingness to share their time, skills and energy amplifies the impact of the Insignia Community Foundation's work across the country. We also launched My Community, a digital platform that gives employees access to over 700 charities for donations and facilitates all volunteering, with permanent employees and maximum term contractors receiving 15 hours of community leave each financial year to volunteer. Our financial results demonstrate a turnaround and Insignia Financial's CEO, Scott Hartley will speak to this during his address. The 2025 financial year marked a pivotal chapter in Insignia Financial's journey. It was a year defined by transformation and the execution of key strategic milestones including the transition of a range of administration and technology functions to global technology leader, SS&C Technologies. Following the signing of a Master Services Agreement in February to simplify and transform our Master Trust business. This, along with other strategic milestones that Scott will address, has positioned us well for sustainable growth. Under Scott's leadership, the disciplined execution of our strategy has not only strengthened Insignia Financial's position but also attracted international acquisition interest. As I mentioned earlier, the proposal from CC Capital offers immediate and certain value for shareholders and the Board's recommendation takes into account external and execution risk. However, as the proposal from CC Capital remains subject to shareholder and regulatory approval, the Board must be and is focused on delivering our 2030 vision to become Australia's leading and most efficient, diversified wealth management company. We'll do this by leveraging our scale, heritage and deep commitment to creating lasting value for shareholders, members and the communities we serve. Before I conclude, I'd like to take a moment to express my sincere appreciation to the Insignia Financial Board of Directors, as well as the Boards of our Responsible and Registrable Superannuation Entities. Your guidance and stewardship have been invaluable to our employees, advisers and customers on behalf of the Board, I thank you also for your unwavering support throughout the past year. Your commitment continues to be the foundation of our success. Thank you once again for your continued trust and support. I'd now like to hand over to Scott to share an update from the business. Thanks, Scott.

Thank you, Allan, and thank you all for attending our 2025 Annual General Meeting. With the chair having outlined the scheme and the next steps, I will now turn our attention to Insignia Financial's performance throughout the 2025 financial year. We are pleased to report that Insignia Financial delivered an underlying net profit after tax of $255 million for the year ended 30 June 2025, an increase of over 18% on the prior year. FY '25 also brought a net profit after tax of $16 million, which is a significant improvement from the net loss of last year. We're continuing to see momentum in our underlying business. This growth is underpinned by strong markets, rising revenues and a steady increase in our average funds under management and administration, what we refer to as FUMA. We closed the financial year with FUMA at $330 billion, a 6% increase from FY '24. In our Wrap segment, net revenue rose, driven by higher funds under administration. While we did see some margin pressure from the migration of MLC Wrap to Expand and some minor fee reductions, the overall impact was positive. Similarly, in our Master Trust business, net revenue increased, thanks to higher average funds, under administration. Turning to asset management, we've made significant strides in expanding MLC's separately managed accounts capability. Funds under management grew to $3.3 billion in FY '25. We also saw strong momentum in our multi-asset retail managed funds with net inflows of over $1 billion over the year. Finally, the employed advice businesses, Shadforth and Bridges, have shown solid growth. This has been driven by improved adviser efficiency and a strategic focus on higher-value clients, which has led to an increase in revenue per adviser. I am pleased with these results and with the progress Insignia Financial has made in laying the foundations for sustainable growth. At our Investor Day just over a year ago, we shared an ambitious road map. Our 2030 vision to become Australia's leading and most efficient, diversified wealth management company. This vision is grounded in our belief in the power of financial advice, in the enduring strength of our brands and the breadth of our capabilities across the entire wealth management value chain. FY '25 was a foundational year. We completed a range of transformation and separation initiatives that have set the stage for long-term sustainable growth. Over the last financial year, we separated from Rhombus Advisory, we bedded down the MLC Wrap to Expand migration, and finalized our separation from NAB, one of the largest and most complex wealth management separations in Australian financial services history. These achievements are more than milestones. They are the building blocks of our future. With the groundwork now in place, we've begun executing our 2030 vision and strategy, and are seeing early momentum. As the Chair mentioned in his address, a significant milestone in this journey is to simplify and transform our Master Trust business, which we are doing through our strategic partnership with SS&C Technologies, one of the world's largest fund administrators and a leading provider of financial technology. As part of the agreement announced in December, we transitioned key administration and technology functions to SS&C, including nearly 1,300 of our people. The transition was smooth. There's no disruption to customer service. This partnership unlock scale, efficiency and service excellence for our members and shareholders. By leveraging SS&C's global technology, we're converting our size into meaningful benefits, lower cost to serve, more competitive fees and industry-leading outcomes. It's an innovative model, unprecedented in scale within the Australian financial services. Our relationship with SS&C is off to a strong start with both parties committed to delivering long-term value. Over the next 3 years, we'll work closely together to fully transform our Master Trust business. Another landmark step in our transformation is the relaunching of MLC, a brand that dates back to 1886 as our forward-looking customer brand. Recognizing its untapped potential, we are repositioning MLC to meet the evolving needs of today's investors. Our new campaign featuring Matt Berry is focused on the fact that a glorious retirement is a lifetime in the making. It isn't built in the future. It's built in the present day by day and decision by decision. It might be counterintuitive for a super fund to claim that they don't care about the future. But MLC is reframing how Australians think about Superannuation and retirement, shifting the focus from distant outcomes to present day action because from the moment you start working, you're preparing for retirement. Alongside the launch, we have rolled out a range of new member engagement activities, an uplifted memory experience and a new website with industry-leading tools and calculators. It's all part of our commitment to helping Australians make confident financial decisions in every major life moment. Today, Australians are working longer, transitioning careers, traveling more and engaging with retirement in deeply personal ways. The traditional model is stopping work entirely and withdrawing super as lump sum no longer reflects reality. More than 2 million -- 2.5 million Australians are expected to retire over the next decade. That's roughly 1 Australian every 2 minutes. Our new innovative retirement solution, MLC retirement boost is designed to meet the shift. It offers greater personalization and flexibility, enhances the potential of Superannuation from the very first contribution and aims to deliver higher retirement income from more Australians. We also announced an important partnership with TAL and Challenger to launch a Center of Excellence for MLC Retirement Boost. This center of excellence brings together distribution specialists, digital advice journeys and advanced modeling tools, including the new Retirement Boost Optimizer. This tool will help advisers and clients visualize their total retirement income across Superannuation, retirement savings, and the age pension, offering a clear picture of their financial future. We know everyone's retirement looks different based on their individual circumstances, and we recognize the critical role the financial advisers play in retirement planning and delivering high-quality retirement advice. The achievements of the past year would not have been possible without the hard work of our people. I want to express my appreciation to my executive team, our dedicated employees and the wider Insignia Financial community, for the commitment to delivering for our customers and shareholders. A high-performance culture is the most critical capability for any successful organization. Strategies may evolve, but without a strong cultural foundation, execution will fall short. This culture is reflected not only in results, but in the energy, collaboration and the mindset of our people. Building it starts with being purpose-led and guided by clear values. In Wealth Management, our purpose is inherently meaningful and our impact is clear. Over the past year, we've laid strong foundations for sustained performance, we've established a clear operating model, defined accountabilities and articulated our leadership expectations through the development of our leadership promise. For the 2026 financial year, our focus remains on working towards and executing against our 2030 vision and strategy, to become Australia's leading and most efficient, diversified wealth management company. Thank you to our Board, and thank you to you, our shareholders, for your continued trust and support. Thank you.

Before I move to the first item of business, let me cover some procedural matters. Once voting opens, in-room attendees will be presented with a list of today's resolutions on their voting keypad. Use the trackball to highlight the resolution you wish to vote on and press the green square to confirm. The resolution text will appear, bring up the voting options by pressing the green square. Press 1 to vote FOR the Item, and 2 AGAINST or 3 to ABSTAIN from voting. To move on to the next item, press a green square or return to the full list of items, and press the red triangle. I now declare voting open on all items of business. I will give you a warning before I move to close voting. Please feel free to vote at any point during the Q&A session. I'll also report on the number of proxies received by 9:30 a.m. on the 18th of November at the conclusion of the discussion on each item. We will now proceed to the first item on the agenda. The first Item of business is the tabling of the financial reports and the director's and auditors' reports. The financial statements for the year ended June 30, 2025, the director's report, and the auditor's report were included in the 2025 Annual Report. They're also available on the Insignia Financial website. There is no vote required on this item of business. Shareholders have the opportunity to raise questions on these reports or any aspect of the company's operations. Shareholders may also ask questions of the company's auditor, such questions need to be relevant to the conduct of the audit, the preparation and the content of the audit report, the accounting policies adopted by the company, and the independence of the auditor. I've been advised that there were no questions for the auditor received ahead of today's meeting. There is a separate agenda item dealing with the rem report. I'll also address questions about the rem matters when we consider that item of business. I ask that you save any questions about rem matters until then, please. There will be no vote on the first agenda item. It is a discussion only item. I may refer questions on operational or accounting details to management here today. Thank you to those shareholders who submitted questions in advance of this meeting. Answers to questions received in advance from shareholders will now be answered. I've only had 1 question in advance, and that question is, do you invest in entity listed in a report of the UNHRC Special Rapporteur on the situation of human rights in the Palestinian territories occupied since 1967 entitled from economy of occupation to economy of genocide. The answer -- like many globally diversified investment managers and Australian Superannuation funds, Insignia Financial has a small amount of indirect exposure to some of the entities listed in that report. The exposure is generally very small and includes companies headquartered in Israel, and Israeli government issued an Israeli corporate issued bonds. Our investment managers generally do not apply sector exclusions or screens to particular industries or countries other than those sanctioned regimes currently implemented under Australian sanctioned law.

I'll now open the matter, Item 1, receipt of financial statements for discussion. I ask that you please state your name and then name of anyone you are representing today and then ask your question. If you wish to ask a question, please raise your hand, and someone will hand you a microphone. If you have a question on the rem report, please hold on to that question until we reach Item 3. Please note that only shareholders holding a Lumi handset or a blue nonvoting shareholder card are entitled to ask questions at today's meeting. In the interest of time, I ask that you please ask no more than 1 or 2 questions, please. I open up to questions from any shareholders.

Thank you, Chair. David Kingston from K Capital. Look, firstly, I'd like to congratulate the Board on enhancing shareholder value by negotiating with 3 parties on potential bids. So well done. I think that's a good step to enhance shareholder value. But just a couple of issues. The market cap at the bid level is $3.3 billion. Scott mentioned before that the NPAT -- underlying NPAT is $255 million. Now that's a multiple of 13x, which is not huge for a substantial company. Secondly, I note that the operating cash flow for FY '25. When you exclude the one-offs of remediation and transformation and separation is around about $400 million. So this company generates a lot of cash flow. Thirdly, I think Scott mentioned the FUMA is around about $330 billion. That's a lot of FUMA. And finally, I'd say that 1 of the peers hub has a market cap of $8.3 billion, which is actually up since July 1, 2025. The other peer, they're not identical, but approximate peer NWL, actually hasn't gone up because it's caught up in some regulatory problems. But having regard to those 4 aspects, could someone just give us a bit of guidance as to whether -- this is a knockout bid. It's certainly a terrific premium over the price at which the stock fell to after the dividend was canceled. But on the parameters I just read out, it looks like a modest bit without being a knockout bid. Thank you. Appreciate your response.

Thank you, David, and I think generally from the comments you made, I think those figures are generally broadly correct, what you're stating. You will recall, I think the first bit came in on the 11th of December from memory last year. We had 3 initial bids starting at $4, and we eventually finished it, which we rejected until we eventually got to the bid of $4.80. The challenge for the Board, of course, is unlike being a financial services organization, it does take time for the regulatory approvals to happen. So the Board had to think at least 1 year out when this could possibly settle. And the reality is none of us have any idea what markets could look like in another 12 months. We've been through a generally strong market period although we have seen volatile as you've recognized this week. And so we don't really know where markets will be. So from $3.06 in December last year to now $4.80 as a Board and responsible Board, we thought we had to put that to shareholders to make a decision on. So that will be in the hands of shareholders to make that decision when the Scheme Deed is actually put to them. And everyone will have their opinion and you've got your opinion, which I respect. But it will come down to what the shareholders think.

But can you even comment on the issue raised by Scott, the underlying NPAT is $255 million, which is substantial. And prima facie, as you rightly say, Chair, everyone can have a different opinion and the vote won't be for a while. But prima facie, an NPAT of 13x underlying NPAT -- sorry, 13x multiple underlying NPAT is not particularly huge. I just appreciate some thoughts on that as to why the Board thinks it's falling off given the NPAT multiple.

If I may, just chime in. So 13x is about 5x higher than what we were trading this time last year, right? We are a different business to Hub. And Hub is a Wrap business, and about 20% of our business is a Wrap business. So MLC Expand represents about 20% of our revenue and our earnings. That Wrap business is building momentum, but it's nowhere near Hub's growth. And Hub gets the multiple it gets because of the growth that has had over a sustained period of time. And this impressive growth, and therefore, it gets a multiple that's sort of in the 35x range. I think when you look at the latest -- in the latest financials. So I don't think you can compare our business, which is a broad-based Wealth Management business, which has an asset management business, a Wrap business, some advice businesses to Hub. It's not -- simply not the same. And our growth isn't anywhere near where Hub is at this point. And when you look at the biggest part of our business, Master Trust, it's still in net outflow and stubbornly so. And so that is half the revenue and half the profitability of our business, and that's going to take some work to turn that around. So the market is not going to rate us anywhere near 35x anytime soon. And we certainly think as a Board that 13x -- a bit over 13x, I think, is very good value as we stand here today.

Totally respect hub is not a direct peer, but I do think 13x for a major company with -- which is still recovering, as you say, a diversified financial group is a modest multiple. It's not a, in my humble opinion, not a knockout blow. Anyway, everyone's got a different opinion.

Thanks, Dave. Any other questions from the floor?

Thank you, Mr. Griffiths. I note in this year's annual report, there are 16 pages on climate action compared with -- from what I could find 2 sentences related to shareholders, 1 sentence related to your employees and 0 related to your shareholders. So I wonder about where the focus is for this board. Another thing I'd also like to mention related to that, related to customers is the remediation costs. The company has paid out over $700 million in the last 4 years in remediation costs. The remediation expense going through the profit and loss, which is $370 million over the last 5 years exceeds the net loss of the company over those 5 years, $316 million. So in other words, if there was no remediation, we would actually be a profitable company over that time. Let me also add that excludes $80 million in legal costs, legal settlements. And I know you talked about remedial action plans and meeting legal undertakings. What I didn't hear was anything around training of staff, discipline of staff, improving customer outcomes. And surely, that's got to be more important than just meeting illegal undertakings and setting up another committee. So my question is -- and I have a second question after this. But my question is, what practically is actually happening to address this because this seems to be an underlying cultural issue that the Board has not addressed.

Yes. Okay. Well, I'll there's 2 parts of that, which I'll answer, and Scott will also chime in with some comments as well, too. First, regarding the ESG reporting, et cetera. A lot of that is mandatory reporting. It's also required by a lot of our institutional investors actually invest in this company. I want to see that we actually are doing those type of things. I can assure you the Board does focus heavily on culture of the organization. And likewise, the executive team are rewarded on getting the culture right. I can't deny those things that have happened since the Royal Commission. The Royal Commission back in 2018 was a huge turning point for not only this company, but a lot of the traditional players, there was a higher cost that was paid through remediation. We've largely through the worst all of that remediation, there will always be some more product remediations that were happening in a company this size ongoing. So there will always be some smaller remediation, but not the big numbers that we've seen historically that largely, a lot of that applied to advice remediation. But this Board continually focuses on the culture of the business, the staff in the business that's measured through plenty of surveys that the Board received. I test the culture personally by catching up with a lot of people, we have a lot of [ copies ], I love the staff. And if I ever get what I call disconnects and the messages that I have informally, then we ask further questions of management. Scott, do you want to enhance on some of that?

Yes, definitely. So on the remediation, it's historical. So a lot of it relates to the acquisitions that were made of MLC and in particular, ANZ. When I joined the company in February last year, it was clear to me that there have been a lot of -- every half, we are basically upgrading remediations and we went through a process of getting all of the remediations out on the table, valuing those and providing for those remediations. And as we sit here today -- that was done in June last year. As we sit here today, there is no further legacy remediations that are going to be required in this company. As Allan said, day-to-day, make goods done for customers. But what we've been talking about and what's been below the line that you're talking about is legacy remediation, and we think we have that behind us. And there's no sign that isn't behind us at this point. In terms of culture, a really good question and a really important question. And I know reading the annual report might not give you the full color and the extent of what we have done in the company. So since joining, we would...

[indiscernible].

Yes, sure. Yes. Well, let me explain what we have done. So when I joined the company, we're organized very differently. We're organized as a functional organization. And based on my experience, having run these businesses before, I know that doesn't deliver the best outcomes for shareholder, and it certainly doesn't deliver the best outcomes from a risk perspective. So we have organized the company now into 4 essential different business units. So we have asset management, Wrap, Master Trust and Advice. Each of those businesses has the CEOs. The CEOs have 100% accountability and 80% of the responsibility. And when I say that, there are some shared services that they don't have total control of to deliver the performance of their business and to deliver that in compliance with the law and with a strong risk culture. So the safety element is just as strong as the business performance element for each of those CEOs. That accountability drives straight down the line through everybody in that organization. Everyone's crystal clear on their accountabilities, including their accountabilities to running a safe organization and a highly compliant organization. We have had many catch-ups with the regulators in the last 12 months. And I think they would say to you compared to where we were 18 months ago, it's night and day, and we have completely transformed the culture of this organization. Our risk culture surveys, we do ourselves. The regulators also do rise culture surveys, have improved remarkably over that time frame. And I can assure you that everyone in the organization is very focused on their accountability for risk. And the key to risk maturity in any organization such as this is Line 1 risk. So not Line 2, not the risk team or the audit team or even the Board's being accountable for risk. It's Line 1, the people who run the business have to be accountable for it, and that's crystal clear in our organization. I hope that helps.

I also have a second question directed to the Board. I've been a shareholder of this company for in excess of 20 years. As I imagine, some people here have -- throughout the period 2023, '24, the share price was below the issue price way back in 2002. So what we saw was essentially a destruction of shareholder value over a couple of decades. And the Board has been bailed out for one of a better word, by an approach from a foreign body. We have a 180-year-old Australian institution here, which was well run, well respected. I understand that the financial commission created some problems. But it's a company and what Mr. Hartley is saying is correct on the verge of a turnaround and doing well. My question is, why then if you have -- if that's true and you believe in what you're saying, why would you be wanting to sell out to a foreign corporate radar who can see it appears far more value than this board can in this company.

I thought I'd go back to the answers I probably gave to David. I hear the point you're making. But at the end of the day, we are simply trustees on behalf of the shareholders. And when the share price -- when this first offer was put to us at $3.06 and now we're at $4.80, it would be remiss of us of a Board not to put that to a shareholder vote. And we sounded out obviously, shareholders as we're going through, you can't sound at every shareholder, but we took sounding so a lot of shareholders and the overwhelming feedback we received was you should accept the $4.80. At the same time we also did due diligence on the 3 bidders. And we've also arrived at the conclusion that the owners, if they were successful, the future owners would be suitable owners of this business going forward. I take all your points that you've made. They're all valuable points, but -- as I said, we are simply the trustees, and we need to put this to shareholders, the shareholders to make a choice on it.

Sorry, I'll just add to that while you're grabbing the microphone. Look, CC Capital along -- they're different to typical private equity. They are what they call permanent capital. They own businesses for long periods of time. They want to build sustainable businesses. I wouldn't describe them as corporate radars. And we're very comfortable there'll be good owners of this business and support this business going forward. So I would just add to that comment.

Just 1 final comment, Mr. Griffiths. There is another option, which would be for, I understand there are 2 new board members over the last year, would be for the remainder of the Board to resign and actually hand it over to people who do believe will be able to extract shareholder value for the owners of the company.

Well, I think in the first instance, we need to put it to the shareholder vote based on the feedback that we've received already from shareholders that it would appear that the feedback we've had, the majority shareholders want this to proceed.

Mr. Chair, my name is Meena Wahi. I'm a voluntary company monitor with Australian Shareholders' Association. I was going to reserve my question for later. But in context of what's been discussed just now, I'd like to make a comment and ask you a question, which is that with the Scheme -- after the Scheme is approved by shareholders, IFL would no longer be listed on the Australian Stock Market. So whilst you have worked hard to deliver value for shareholders, the shareholders would no longer have the opportunity to invest in the future growth of the company and the -- and an Australian icon would no longer be a publicly listed company. So how do you explain that? I'm -- in a way, I feel happy for shareholders that they're getting a great return on investment. But it's -- some of feels like there's a missed opportunity there for the future.

Okay. Well, both of us -- Scott and I will both answer that. Yes. If the deal does proceed, the company will no longer be listed after what it's -- but the company has been around 170-plus years and will continue to be around in the future. It's only been listed the last -- since the 1990s. But once again, as I said to you, the Board had to stand back from those sort of emotional things and actually deal with the logic. And the logic is this was a compelling off that we had to put to shareholders based on where the share price had been quite frankly, stuck for a couple of years and to give immediate value because we can't predict where markets are going to be in the future. And there's always execution risk with execution in 2030. Whilst we have confidence as a Board, there's a lot of things in the global environment that are beyond our control going forward. So it would be, once again, irresponsible for us not to actually put it to a shareholder vote.

Yes. I would just add that the company does not disappear. It is still an Australian icon. It might have -- it might be owned by a foreign investor. But it is still an Australian icon. It will continue to exist. It will be a strong player in the Australian business -- in the Australian market. And the MLC brand as our go-forward brand will be very prominent and very proudly prominent across the industry. So I don't think ownership changes the legacy of the company.

I mean, just in terms of our -- for example, our Superannuation members, it's still regulated by the Australian regulators, Australian law, as Scott said, nothing in relation to that changes other than the actual physical loan or the company is different. I think you had another question, too, didn't you, Meena? Did you say you had another?

[indiscernible]

Okay. David?

Look, totally respect you're putting it to shareholders and that's 100% legitimate. Just a couple of follow-ups, though. We've all seen the American corporate cost set bidding for Mayne Pharma and seeking to reneg on the SIA. Just if you could perhaps clarify an update on a couple of the preconditions, FIRB and APRA. I'm certainly well aware because I deal in the bonds market that CC are currently syndicating a loan. So I think the debt funding, which is probably around about half of the consideration, and I think they're putting in a fair bit of equity, but that seems to be coming along. But an update on FIRB and APRA, please. And then I have 1 other follow-up, please.

No update on the foreign investment review bought at this stage, but we are progressing very well with APRA. We had a lot of questions that was sent in the last month. So far, no red flags. We're just working through all those issues with the regulator. And at this stage, it's on the time line, which we're having early in the New Year.

I don't -- and I'll just add, I don't think we can or should preempt what the regulators outcome might be. That said, there's a process. It's a thorough process. And we aren't specifically, but the CC Capital consortium are responding to those questions. We're providing some support in that, but essentially, they are -- it's on them to get that approval, not us. And I think typically, FIRB would follow APRA in these processes. So we won't see a further approval before an APRA approval is what I understand. And they take time. And APRA always said from the get-go that they felt they needed at least 6 months. So if that's true, that's probably around February, March next year.