G8 Education (ASX:GEM) 17 June 2020 Market ......2020/06/17 · with Bravehearts to jointly develop an enhanced training package which has been rolled out to a number of pilot centres

ASX Announcement G8 Education Limited

(ASX:GEM)

159 Varsity Parade t. +61 7 5581 5300 [email protected] Varsity Lakes QLD 4227 f. +61 7 5581 5311 www.g8education.edu.au PO Box 515, Varsity Lakes QLD 4227

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17 June 2020 Market Announcements Office ASX Limited 20 Bridge Street SYDNEY NSW 2000

Dear Sir/Madam

2020 AGM – CHAIRMAN AND MANAGING DIRECTOR ADDRESS & PRESENTATION Attached are the following documents to be presented at G8 Education Limited’s 2020 Annual General meeting (AGM) being held today:

1. Chairman’s Address;

2. Managing Director’s Address; and

3. AGM Presentation Slides.

Shareholders will be able to view the 2020 AGM virtually through https://agmlive.link/GEM20. The results of the AGM will be communicated to the ASX shortly after conclusion of the AGM.

Yours sincerely

Tracey Wood Company Secretary G8 Education Limited This document has been authorised for release by the Board of Directors. For further information, contact: Investors Media Tracey Wood Chloe Rees General Counsel & Company Secretary Cato & Clive 0402 209 109 0417 665 416 [email protected] [email protected]

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2020 AGM – CHAIRMAN’S ADDRESS

Mark Johnson

Fellow shareholders, I would like to formally welcome you to the 2020 Annual General Meeting for G8 Education Limited. Let me start by thanking you for your understanding regarding the changes we have had to make to today’s meeting format in response to COVID-19 conditions. I will take this opportunity to talk about three things:

First, the current environment including an overview of the impact of COVID-19 on our business;

Secondly, our 2019 financial performance; and Finally, an update on the Board.

Gary Carroll will then provide more detail on our 2019 performance and the impact of, and our response to, COVID-19, including an update on trading performance. Following Gary’s presentation, we will then move back to the formal Items of Business of this Annual General Meeting. First, to the COVID-19 pandemic, an unprecedented period for the communities in which we operate, our people and the economy. At G8 Education, our focus during these extraordinary times has been in two primary areas:

Our top priority being the safety and wellbeing of our team, and the children and families that attend our centres; and

Business continuity, specifically our cash flow, liquidity and balance sheet. In our 2019 full-year results presentation in February, we flagged the early impact of COVID-19 on attendance levels at our centres. This impact accelerated rapidly over the succeeding weeks as the Government escalated measures to slow the rate of virus infection. By late March, attendances across the sector were approximately half the level of those experienced in prior years, placing the viability of the sector at risk. Recognising this risk, the Federal Government announced an initial sector-specific relief package on 2 April, providing all sector participants with certainty of revenue to enable centres to remain open during the peak of the pandemic. That initial relief package was reviewed and updated with a transition phase package of support announced by the Government on 8 June, which will come into play from 13 July. These relief packages reinforced the essential role our sector plays in the economy, in addition to the important role we play in the cognitive, social and emotional development of children in Australia. Following the announcement of the Government’s initial sector relief package, we raised $301 million via an underwritten institutional and retail entitlement offer. This capital raising provides the Group with the liquidity and financial flexibility to withstand a prolonged period of economic downturn as well as allowing G8 to pursue any sensible opportunities that may emerge from this challenging period. The Board also made the difficult but prudent decision to delay the payment of the Group’s CY19 final divided to October of this year, to provide more flexibility to deal with the unfolding pandemic, along with reducing Director fees and the salary of the Executive Leadership Team by 20% for a 6 month period.

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Gary will provide more detail on the impacts of COVID-19 and our response, but I would like to note that during this period, Gary and the management team have worked closely with the Board to devise, update and implement comprehensive plans that have enabled us to carefully manage the impacts of the pandemic. This has involved significant time and effort, with weekly Board meetings and continuing close Board oversight during this period. I would like to acknowledge Gary and the management team for their commitment and skill. Also, on behalf of the Board, I would like to sincerely thank every member of the G8 Education team for their tireless efforts in supporting our children, families and communities through this period. Turning to a review of the 2019 year, the last 12 months represented a key step along the strategic pathway for G8 Education, with the strategy being focused on continuing to harvest the benefits of the scale advantage that had been built in the period from 2010 to 2016. In broad terms, we believe that the Group is well-positioned to continue to use its scale to provide a differentiated experience for both its families and its team. In 2019 we made good progress towards achieving our goal of being the centre of choice in the markets in which we operate. A central component of being considered the centre of choice is the quality of the centre. As well as ensuring the highest standards of safety are maintained, quality in this sense covers the physical environment, learning environments and programs, team capability and the experiences and interactions with children and families. I will outline the 2019 achievements in terms of safety and physical environment, while Gary will outline our achievements in the remaining quality areas in his report. From a physical environment perspective, 70 major refurbishments were undertaken in 2019, at a total cost of $21 million. From a safety perspective, the Group made excellent progress both in terms of team member and child safety. As a result of a number of initiatives such as a national injury hotline and enhanced training and communications frameworks, the Group reduced its Lost Time Injury Frequency Rate for team members by more than 50%. From a child safety viewpoint, we leveraged our partnership with Bravehearts to jointly develop an enhanced training package which has been rolled out to a number of pilot centres prior to full roll-out in the second half of 2020. The financial performance of the Group in 2019 reflects that the components of the Group’s financial performance were aligned to delivery of the Group’s strategy. Positive occupancy growth – the first in four years – resulted in good growth in organic earnings for the Group. This organic growth was offset by the investment in both greenfield centres that have been opened in the last 2 years, as well as investment in driving centre quality. Our statutory earnings were impacted by the introduction of the new accounting standard for leases. On an underlying basis, Net Profit After Tax was $76.4 million, down 4% on 2018. Cash flow generation continued to be strong, with $90.2 million in operating cash flows being generated. Dividends for the year equated to 10.75c per share, bringing the full year dividend payout ratio to 70%. Further improvements to the Group’s capital base were made in 2019, with higher cost Singapore bond facilities being repaid and all debt facilities being consolidated into a single syndicated bank debt facility. This provides increased capital with improved tenor and pricing and, coupled with the proceeds of the capital raising, ensures the Group has all the capital that is required to deliver its current strategy. Finally, I wanted to provide an update on G8’s Board. As announced recently, Brian Bailison retired from his position as Non-Executive Director of G8 on 20 May. Mr Bailison was a Director of G8 for 10 years and retired in accordance with G8’s Board succession plans. On behalf of the Board, I want to thank Brian for his long-term contributions during a period of significant transformation and wish him the greatest success for the future.

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The Board appointed Peter Trimble as Non-Executive Director on 13 May 2020, following an extensive non-executive director search and recruitment process. Peter’s significant financial, risk management and strategic expertise across several industries, coupled with his extensive corporate experience, will be extremely valuable to the Board. The Notice of Meeting provides you with further background on Peter and we look forward to providing shareholders with the opportunity to vote on Peter’s election to the Board later in the meeting. In closing, I would like to thank all G8 team members for their fantastic contributions throughout 2019, as well as during the extremely challenging start to 2020. Their passion, dedication and skill make all of us very proud. I would also like to thank you, our shareholders, for your continued commitment and support. I will now hand over to our Managing Director and Chief Executive Officer, Gary Carroll, who will provide an update on our COVID-19 response, our trading performance for the 2019 year, as well as an update on the progress of our Group strategy so far in 2020. Thank you. Mark Johnson Chairman

2020 AGM – MANAGING DIRECTOR’S ADDRESS

Gary Carroll I would also like to extend my welcome to fellow shareholders to the 2020 Annual General Meeting for G8 Education Limited, and thank shareholders for their flexibility as we conduct this virtual meeting. As Mark outlined, I will spend the next few minutes providing you with an update in three key areas:

1. An overview of the 2019 year; 2. Our response to the COVID-19 environment; and 3. Current trading performance.

During 2019, the Group showed strong progress in demonstrating how scale can be deployed to drive quality in our centres and an enhanced experience for families. Starting with family experience, I am pleased to say that our centralised engagement centre delivered in line with our targets during 2019, increasing our conversion of enquiries to tours and maintaining excellent levels of customer service. Following the roll-out of our core child management system platform in 2018, we rolled out the parent and educator applications in 2019. As well as providing a more seamless communications experience for families, for the first time this system gives our central Early Education & Learning support team real-time visibility of the learning programs being developed by our centres. This insight is invaluable in allowing our Early Education & Learning team, which was established at the beginning of 2019, to provide the optimal support to our centres. When combined with our social networking platform, Workplace, that was rolled out in August last year, our centres now have ready access to a dedicated team of experienced early learning professionals and are able to leverage best practice from a 470+ centre network when developing the learning programs for their centre.

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Our strategic focus from a team member perspective is to provide a compelling employment offer, covering career pathways and training, as well as market-leading benefits, reward and recognition programs. As part of a values-based, purpose-driven culture, these programs will enable us to recruit and retain highly capable and engaged team members. During 2019, the Group made very good progress on a number of fronts. From a training and career pathway perspective, we rolled out a market-leading Bachelor Scholarship Program to support our diploma-qualified educators to study towards a Bachelor Degree. Initial responses have been strong, with our first cohort in this program consisting of over 120 educators. We also piloted an innovative Centre Manager induction program with promising results. A full roll-out is planned for the second half of 2020. Such initiatives, together with our Workplace connection platform, as mentioned above, and adjustments to Early Childhood Teacher (“ECT”) wages in late 2018, have enabled the Group to improve its turnover of both Centre Manager and ECT roles to record levels that are on track with our medium-term goals. Finally, the Group made good progress in developing its new people management platform, covering all aspects of people management such as recruitment, onboarding, rostering, performance management etc. We have been utilizing this platform to assist in rostering during the volatile COVID period with promising results. We have continued to progress this essential platform during the current period, with the remainder of the platform being on track to be rolled out in Q3 of 2020. From a network optimisation perspective, in 2019 we acquired a total of 15 early education centres, divested 25 centres and closed 16 centres in Australia. This brought our total number of centres as at 31 December 2019 to 475 in Australia and 17 in Singapore. These centres provide a total combined licenced capacity of more than 40,000 places. Our activities in this area have improved network quality and provided a source of material earnings growth in future years as the greenfield portfolio matures. After a number of years of declining occupancy, it was pleasing to see like-for-like occupancy grow by around 1% in 2019. This occupancy growth translated to a 3% increase in Organic Earnings Before Interest and Tax (“EBIT”) to $165.7 million. The investments made in greenfield centres and driving quality offset this organic growth, with underlying Group EBIT of $132.5 million being in line with last year after accounting for license fees in 2018. The Group’s ability to convert earnings before interest, tax, depreciation and amortisation (“EBITDA”) to cash remained strong with 107% cash conversion in 2019, generating operating cash flows of $90.2 million (pre-AASB16). I would now like to run through the Group’s key activities in response to COVID-19. Once we became aware of the initial COVID impact, we implemented a cross-functional COVID response team and plans to ensure the health and safety of our team, children and families as well as the continuity of operations. People-focused initiatives have included expanding hygiene and safety measures across all of our centres and support offices and implementing ‘work-from-home’ arrangements where possible. Regular communication with our team and families has been a core element of our response program, including information in relation to hygiene, social distancing awareness and wellbeing initiatives. For our families, we have provided access to online learning and information platforms to assist parents who are caring for children at home and to keep them engaged with our centre community. Turning now to the measures we have implemented to ensure business continuity, we have adopted a three-pronged approach. Firstly, we established an appropriate governance structure to steer us through the pandemic featuring daily COVID team meetings that allow us to monitor the ever-changing landscape and adapt our near term COVID-19 response plan. Secondly, we had to ensure we had the liquidity and financial flexibility to survive a prolonged downturn. Our capital raising, which was completed with the support of our lenders, was at the centre of this area as well as continued stress-testing of our Balance Sheet, P&L and liquidity position across a range of scenarios. Lastly, we had to implement measures to bring our capital and operating expenditures in line with the COVID-19 trading environment.

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Given the heightened uncertainty as to the duration of the lockdowns and the ultimate impact on the broader economy, we decided that it would be prudent to defer non-critical projects thereby reducing our capital expenditure for the 2020 financial year from $40 million to $25 million. We also identified cost savings that we can deliver in the 2020 year through the optimisation of wages, removal of non-essential spend and by engaging with our landlords to reduce rental costs during the peak of the pandemic. I am pleased to say that our total cost savings are in line with the target outlined in our Investor Presentation released on 9 April. I often say that you learn a lot about people during a crisis. In this sense, I am immensely proud of the entire G8 team and how they have collectively responded to the COVID challenge. Our centre-based teams have been in the front line of our COVID response, providing continuous care to children and families throughout the COVID period, displaying courage and service in a time of great uncertainty. In addition to the online learning platforms that were developed by our Education and Marketing teams, our centre teams have provided personalised support to our family communities, such as cooked meals for families, take home packs for children and aged care pen pal activities. On behalf of the G8 management team, I would also like to acknowledge the support and guidance we have received from the Board during this challenging time. Your wise counsel and commitment have been fantastic and assisted us in making the right decisions to navigate these turbulent times. I would also like to acknowledge the work during this time of Government and health authorities across the regions in which we operate. The Government’s swift response to support the sector was tremendous and succeeded in ensuring the viability of the sector during the peak of the health crisis. The working relationship with Governments at all levels has also been excellent, with a level of openness and collaboration that has greatly assisted us in navigating this unprecedented period. The Government support and relief packages reinforce the essential role our sector plays in the economy, both in terms of supporting working parents and the cognitive, social and emotional development of children in Australia. I would now like to provide an update on our recent trading experience, including the impact of the recent changes to the Government’s relief package for the sector. As announced on 8 June, the Government’s transitional relief package for the sector means that for the duration of that relief package G8 expects to be in no worse a position than we would have been in under the initial support measures, even at more subdued occupancy levels. The Group’s booked occupancy is currently circa 65%, with physical attendance of circa 53% as some parents continue to choose to keep their children at home despite having a booking at a centre. Booked occupancy is expected to be impacted by various factors, including the reintroduction of parent co-payments under the CCS arrangements which recommence from 13 July, parents returning to work (including at office locations) and unemployment rates. The Group is not in a position at this stage to comment on the net effect of these factors on booked occupancy, however, the gap between booked occupancy and attendance levels is expected to continue to narrow. We continue to engage with our families regarding their plans and how the economic changes may impact their booking patterns. Finally, as announced on 11 June the Group expects to recognise a non-cash impairment charge in its CY20 half-year results of between $230m and $250m. This follows a review of the impacts of the COVID-19 operating environment which has exacerbated the challenging industry supply environment that has been in place for the past 12 – 24 months.

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Any impairment will be non-cash in nature and will have no impact on the Company’s debt facilities or compliance with its banking covenants. It also provides the Group with more flexibility with respect to how it manages those underperforming assets. The final outcome of the impairment review is subject to audit and approval of the CY20 half-year financial statements. We look forward to providing a further trading update in the Group’s Half Year results announcement on 24 August 2020. In closing, I would like to reiterate that we have the people, financial flexibility and processes in place to ensure that we emerge from the COVID environment as a stronger, better business. I look forward to giving you updates on our progress throughout the year. Thank you. Gary Carroll CEO & Managing Director

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Annual General MeetingG8 Education Limited (ASX:GEM)17 June 2020

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DISCLAIMER

G8 Education Limited advises that these presentation slides and any related materials and cross referenced information, contain forward looking statements which may be subject to significant uncertainties outside of G8 Education Limited’s control.

No representation is made as to the accuracy or reliability of forward looking statements of the assumptions on which they are based.

Actual future events may vary from these forward looking statements and you are cautioned not to place reliance on any forward looking statements.

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G8 EDUCATION – BOARD OF DIRECTORS

Mark Johnson

Chairman & Non-Executive Director Gary Carroll

CEO & Managing DirectorJulie Cogin

Non-Executive Director

Margaret ZabelNon-Executive Director

Susan ForresterNon-Executive Director

Peter TrimbleNon-Executive Director

David FosterNon-Executive Director

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CHAIRMAN’S ADDRESS

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MANAGING DIRECTOR’S ADDRESS5

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1. Overview of the 2019 year

2. Response to COVID-19

3. Trading performance

MANAGING DIRECTOR’S ADDRESS

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1. Overview of the 2019 year

o Family Experience

o Team Members

o Centre Network

o Financials


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2. Response to COVID-19

o Immediate Responseo Health & Safety

o Continuity of Operations

o Engagement with Families

o Business Continuityo Established Governance Structure

o Liquidity & Financial Flexibility

o Management of Capital & Costs


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3. Trading performance

o Current booked occupancy 65%

o Current attendance 53%

o Half Year Results – 24 August 2020


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PROCEDURAL MATTERS10

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HOW TO ASK QUESTIONS

1. Click “Ask a Question”

2. Select the item of business from the drop-down menu and type your question in the space provided

3. Once you have typed your question, click “Submit Question”

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HOW TO VOTE

1. Click “Get a Voting Card”

2. Enter your Shareholder Number (SRN/HIN) or Proxy Number and click “Submit Details and Vote”

3. Fill out your voting card for each item of busines

4. Click “Submit Vote” or “Submit Partial Vote”

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BUSINESS OF MEETING13

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To receive and consider the Company’s Annual Financial Report, Directors’ Report and Auditors’ Report for the financial year ended 31 December 2019.

There is no vote on this item.

ITEM 1 – ANNUAL REPORTS

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RESOLUTION 1 – REMUNERATION REPORT

To consider and, if thought fit, pass the following resolution as a non-binding ordinary resolution in accordance with section 250R(2) of the Corporations Act 2001 (Cth) (Corporations Act):

‘That the Remuneration Report for the year ended 31 December 2019 be adopted.’

Please note that the vote on this Resolution is advisory only, and does not bind the Directors or the Company.

An explanatory note and voting exclusions appear in the Notice of Annual General Meeting.

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Votes For 470,947,085

85.75%

Votes Against 77,042,267

14.03%

Open Proxies held by the Chairman (to be voted at Chairman’s Discretion)

752,937

0.14%

Open Proxies held by other Proxy-holders (to be voted at that Proxy-holder’s discretion)

488,411

0.09%

Votes Abstain 2,430,545

RESOLUTION 1 – REMUNERATION REPORT

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RESOLUTION 2 – RE-ELECTION OF A DIRECTORPROFESSOR JULIE COGIN

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

‘That Professor Julie Cogin who, having been re-elected on 20 April 2018 as a Director in accordance with the Company’s constitution, retires as a Director of the Company and being eligible offers herself for re-election as a Director of the Company, be elected as a Director of the Company.”

Professor Cogin’s background, qualifications and experience appear in the explanatory note to the Notice of Annual General Meeting.F

or p

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Votes For [insert]

Votes Against [insert]


[insert]


[insert]

Votes Abstain [insert]

RESOLUTION 2 – RE-ELECTION OF A DIRECTORPROFESSOR JULIE COGIN

Votes For 546,036,571

99.30%


0.48%


745,071

0.14%


488,411

0.09%


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“That Mr Peter Trimble who, having been appointed by the Board as a Director on 13 May 2020, retires in accordance with the Company’s constitution and ASX Listing Rules and being eligible offers himself for election as a Director of the Company, be elected as a Director of the Company.”

Mr Trimble’s background, qualifications and experience appear in the explanatory note to the Notice of Annual General Meeting.

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RESOLUTION 3 – ELECTION OF A DIRECTORPETER TRIMBLE

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Votes For 545,027,420

99.14%


0.63%


776,275

0.14%


488,411

0.09%


RESOLUTION 3 – ELECTION OF A DIRECTORPETER TRIMBLE

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RESOLUTION 4 – G8 EDUCATION EXECUTIVE INCENTIVE PLAN APPROVAL


“That, for the purposes of Listing Rule 7.1 and in accordance with Listing Rule 7.2 (Exception 13) and for all other purposes, the G8 Education Executive Incentive Plan (GEIP) as described in section 2.3 of the Explanatory Statement be approved for the issue of securities under the GEIP."


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Votes For [insert]

Votes Against [insert]


[insert]


[insert]

Votes Abstain [insert]

RESOLUTION 4 – G8 EDUCATION EXECUTIVE INCENTIVE PLAN APPROVAL

Votes For 469,747,213

85.49%


14.30%


694,475

0.13%


488,411

0.09%


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RESOLUTION 5 – ISSUE OF PERFORMANCE RIGHTS TO CHIEF EXECUTIVE OFFICER AND MANAGING DIRECTOR


“That approval be given:• for the purposes of Listing Rule 10.14 and for all other purposes, to the grant of

520,000 Performance Rights to the Company's Chief Executive Officer and Managing Director, Mr Gary Carroll; and

• for the purpose of section 200E of the Corporations Act, to the giving of a benefit to the Company's Chief Executive Officer and Managing Director, Mr Gary Carroll, in connection with any vesting of those Performance Rights on the cessation of Mr Carroll's employment with the Company or a related body corporate of the Company,

in each case under the G8 Executive Incentive Plan and on the basis described in section 2.4 of the Explanatory Statement.”


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RESOLUTION 5 – ISSUE OF PERFORMANCE RIGHTS TO CHIEF EXECUTIVE OFFICER AND MANAGING DIRECTOR

Votes For 540,047,204

98.27%


1.50%


744,730

0.14%


488,411

0.09%


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“That for the purposes of Listing Rule 7.4 and for all other purposes, Shareholders ratify the prior issue of 100,402,240 Shares which were issued by way of an institutional placement as described in the Explanatory Statement.“


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RESOLUTION 6 – RATIFICATION OF SHARES ISSUED

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RESOLUTION 6 – RATIFICATION OF SHARES ISSUED

Votes For 409,425,541

99.01%


0.67%


824,074

0.20%


488,411

0.12%


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HOW TO VOTE

1. Click “Get a Voting Card”

2. Enter your Shareholder Number (SRN/HIN) or Proxy Number and click “Submit Details and Vote”

3. Fill out your voting card for each item of busines

4. Click “Submit Vote” or “Submit Partial Vote”

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Annual General MeetingG8 Education Limited (ASX:GEM)17 June 2020

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Documents

G8 Education (ASX:GEM) 17 June 2020 Market ......2020/06/17 · with Bravehearts to jointly develop an enhanced training package which has been rolled out to a number of pilot centres