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Here you can find all of the information on the Scheme of Arrangement involving the separation of Perpetual’s Corporate Trust and Wealth Management businesses from the Group, and the demerger of the Asset Management business.
On 8 May 2024, Perpetual announced the completion of a comprehensive strategic review, conducted over a five-month period which examined a range of options available to unlock value for shareholders including, but not limited to, a separation of the Wealth Management and Corporate Trust businesses from Perpetual Group, and maintaining the status as a diversified financial services conglomerate.
The comprehensive process enabled the Board to determine that becoming a pure-play global asset management business through a demerger of its Asset Management division, combined with the separation of the Wealth Management and Corporate Trust businesses, will provide better value for shareholders.
On 8 May, Perpetual announced it had entered into a Scheme Implementation Deed with an affiliate of Kohlberg Kravis Roberts & Co. L.P. (together with its affiliates, “KKR”) who will acquire 100% of Wealth Management and Corporate Trust from Perpetual Shareholders via a Scheme of Arrangement, for total cash consideration of A$2.175 billion (“Scheme”).
If the Scheme is implemented, Perpetual shareholders are expected to receive estimated cash proceeds1 between approximately $8.38 and $9.82 per share. Cash proceeds to shareholders will be determined post repayment of outstanding Perpetual Group debt as well as separation and transaction costs, tax and duties and other adjustments.
Shareholders will also retain a shareholding in the Asset Management business which will become a standalone, global multi-boutique Asset Management business with scale, diversified investment strategies, and supported by a leaner and more streamlined structure, with a strong balance sheet.
Shareholders are not required to take any action at this stage. The Scheme is subject to satisfaction of conditions precedent set out in the Scheme Implementation Deed and approvals including court, regulatory and the requisite shareholder approval.
We are committed to keeping you informed to the extent that we are able to. All information, presentations and announcements lodged with the Australian Securities Exchange (ASX) in relation to the Scheme and the proposed separation of Perpetual’s businesses will also be made available on this dedicated hub.
1) The estimated net cash proceeds reflect Perpetual’s current knowledge and understanding and is based on a number of assumptions, including in relation to tax and duties, transaction and separation costs, debt and net debt adjustments. For further information please refer to Perpetual’s FY24 results presentation.
ASX announcement: FY24 results
Market briefing presentation: FY24 results
Market briefing webcast: FY24 results
8 May 2024
ASX Announcement: Perpetual concludes Strategic Review
Investor Presentation - Strategic Review: Perpetual concludes Strategic Review
Webcast: Perpetual concludes Strategic Review
6 December 2023
ASX Announcement: Perpetual announces a strategic review of its Corporate Trust and Wealth Management businesses.
Kohlberg Kravis Roberts & Co. L.P. (together with its affiliates, “KKR”) has entered into an agreement with Perpetual to acquire 100% of the Wealth Management and Corporate Trust businesses from Perpetual via a Scheme of Arrangement for total cash consideration of A$2.175 billion (“Scheme”).
Perpetual is to become a standalone, global multi-boutique Asset Management business with scale, diversified investment strategies, and supported by a leaner and more streamlined structure, with a strong balance sheet.
Amongst other conditions, the Scheme is subject to a Perpetual shareholder vote and, if implemented, Perpetual shareholders are expected to receive estimated cash proceeds1 between approximately $8.38 and $9.82 per share and retain a shareholding in the Asset Management business which will become a standalone listed entity. Shareholders will retain their current ownership in a more streamlined and debt-free global Asset Management business that has scale and diversification across its over $200 billion in assets under management.
Perpetual’s Board unanimously recommends shareholders vote in favour of the Scheme, subject to there being no superior proposal and an Independent Expert concluding that the Scheme is in the best interests of Perpetual shareholders.
Completion is currently anticipated to occur in early 2025, subject to satisfaction of conditions precedent and customary approvals including regulatory, court and shareholder approval.
1) The estimated net cash proceeds reflect Perpetual’s current knowledge and understanding and is based on a number of assumptions, including in relation to tax and duties, transaction and separation costs, debt and net debt adjustments. For further information please refer to Perpetual’s FY24 results presentation
Perpetual shareholders will have the opportunity to vote on the transaction at a scheme meeting, which is anticipated at this stage to be held in late 2025. If the transaction is implemented, shareholders are expected to receive estimated cash proceeds between approximately $8.38 and $9.82 per share post repayment of outstanding Perpetual Group debt as well as separation and transaction costs, tax and duties and other adjustments. Shareholders will also retain their current ownership in a more streamlined and debt-free global Asset Management business which will be a standalone ASX listed company with scale, diversification and a strong balance sheet.
The $2.175 billion acquisition price represents an attractive valuation of 13.7x Last Twelve Month (LTM) EBITDA and a 16.3x LTM EBIT (as at December 2023) which will realise significant value for Perpetual’s shareholders.
From the sale of the Corporate Trust and Wealth Management businesses, subject to certain conditions and shareholders voting in favour of the transaction shareholders are expected to receive a cash return from the estimated net proceeds between approximately $8.38 and $9.82 per share, post repayment of outstanding Perpetual Group debt as well as separation and transaction costs, tax and duties, and other adjustments.
Shareholders will also retain their current ownership in a more streamlined and debt-free global Asset Management business which will be a standalone ASX listed company with scale, diversification and a strong balance sheet.
A Scheme Booklet (which will include an Independent Expert’s Report) summarising the key aspects of the transaction will be sent to shareholders towards the end of the calendar year.
A Scheme Meeting is being targeted for early 2025. The Scheme Meeting will allow Perpetual shareholders to vote on the transaction.
The Board of Perpetual unanimously recommend that Perpetual shareholders vote in favour of the Scheme of Arrangement subject to there being no superior proposal and the Independent Expert concluding that the Scheme is in the best interests of Perpetual shareholders. We expect the transaction to complete in early 2025, subject to satisfaction of conditions precedents and customary regulatory, court and shareholder approvals.
Perpetual has engaged Sodali & Co to conduct shareholder research on behalf of Perpetual to better understand investors’ perception and views towards the company.
Sodali & Co is a full member of the Australian Research Society.
In line with Market Research Industry Standards and codes of conduct, all responses will be kept strictly confidential and individual responses will never be identified.
Sodali & Co does not have access to, nor will they ask for any personal financial information in relation to a shareholder’s specific investment with Perpetual. The survey is intended only to better understand shareholder views and opinions towards Perpetual.
The survey will take about 10 minutes. Shareholders may be contacted to participate in the research over the phone or via email from: online@Q&Aresearch.com.au
We are here to help you with any enquiries regarding the Scheme.
This information has been prepared by Perpetual Limited ABN 86 000 431 827 (Perpetual). It is general information and is provided for information purposes only. This information is in summary form and does not purport to be complete nor does it contain all the information which a shareholder of Perpetual may require to evaluate the proposed Scheme of Arrangement involving the separation of Perpetual’s Corporate Trust and Wealth Management businesses from the Perpetual Group, and the demerger of the Asset Management business. This information is not intended to provide you with financial, taxation, legal or accounting advice or take into account your investment objectives, situation or needs. You should consider, with a professional adviser, whether the proposed Scheme of Arrangement is suitable for your objectives, financial situation or needs.
The information is believed to be accurate at the time of compilation and is provided in good faith. It may contain information contributed by third parties, which Perpetual believes to be correct based on the information available to it. Neither Perpetual nor any company in the Perpetual Group (being Perpetual and its subsidiaries) warrants the accuracy or completeness of any information contributed by a third party. To the extent permitted by law, no liability is accepted for any loss or damage because of any reliance on this information.
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This information and the terms of use are subject to change at any time without notice. The contents of this website are intended for residents and citizens of the United Kingdom, and the European Union, and should not be relied on by residents or citizens of other jurisdictions. All investment products and services referenced in this website are managed and offered by either JOHCM or its affiliates within the Perpetual Limited group of companies ("Perpetual Affiliates"). By clicking the “Proceed” button below, you are agreeing to the Terms & Conditions of use.
This information and the terms of use are subject to change at any time without notice. The contents of this website are intended for residents and citizens of the United Kingdom, and the European Union, and should not be relied on by residents or citizens of other jurisdictions. All investment products and services referenced in this website are managed and offered by either JOHCM or its affiliates within the Perpetual Limited group of companies ("Perpetual Affiliates"). By clicking the “Proceed” button below, you are agreeing to the Terms & Conditions of use.