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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 its Strategic Review. The Board determined that a demerger of its Asset Management division and subsequent separation of the Wealth Management and Corporate Trust businesses, would provide better value for shareholders. If approved, Perpetual will become a standalone, focused asset management business with the scale quality investment teams, global distribution and strong balance sheet.
On 8 May, Perpetual entered into a Scheme Implementation Deed with an affiliate of Kohlberg Kravis Roberts & Co. L.P. (together with its affiliates, “KKR”) to acquire 100% of Wealth Management and Corporate Trust via a Scheme of Arrangement1, for total cash consideration of A$2.175 billion (“Scheme”).
If the Scheme is implemented, Perpetual shareholders are expected to receive estimated cash proceeds between approximately $8.38 and $9.822 per share. This estimate is based on a number of assumptions and opinion of our external advisers.
Perpetual continues to engage with tax authorities to seek confirmation of the tax outcomes of the transaction to both Perpetual and its shareholders.
Shareholders are not required to take any action at this stage. 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 Scheme is subject to satisfaction of a number of conditions precedent set out in the Scheme Implementation Deed including regulatory, court and shareholder approval.
2) The estimated net cash proceeds reflect Perpetual’s current knowledge and understanding and is based on a number of assumptions, including tax and duties, transaction and separation costs, debt and net debt adjustments. The estimate of tax and duties is based upon the opinion of our external advisers and engagement with tax authorities to date. The engagement with tax authorities is not yet complete. The final tax outcome will be dependent upon a number of matters, including agreeing specific outcomes of the transaction with tax authorities (which could differ from the current estimated range). The estimate is subject to further work and update as the tax and duty position is finalised.
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.
KKR is 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, focused asset management business with the scale, quality investment teams, global distribution and strong balance sheet.
The Scheme is subject to satisfaction of a number of conditions precedent including regulatory and shareholder approval. 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.
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 tax and duties, transaction and separation costs, debt and net debt adjustments. The estimate of tax and duties is based upon the opinion of our external advisers and engagement with tax authorities to date. The engagement with tax authorities is not yet complete. The final tax outcome will be dependent upon a number of matters, including agreeing specific outcomes of the transaction with tax authorities (which could differ from the current estimated range). The estimate is subject to further work and update as the tax and duty position is finalised.
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 early 2025. If the transaction is implemented, shareholders are expected to receive estimated cash proceeds 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 standalone, ASX listed asset management business with the scale, quality investment teams, global distribution and strong balance sheet.
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.1
Shareholders will also retain their current ownership in a standalone ASX listed asset management business with the scale, quality investment teams, global distribution and strong balance sheet.
1) The estimated net cash proceeds reflect Perpetual’s current knowledge and understanding and is based on a number of assumptions, including tax and duties, transaction and separation costs, debt and net debt adjustments. The estimate of tax and duties is based upon the opinion of our external advisers and engagement with tax authorities to date. The engagement with tax authorities is not yet complete. The final tax outcome will be dependent upon a number of matters, including agreeing specific outcomes of the transaction with tax authorities (which could differ from the current estimated range). The estimate is subject to further work and update as the tax and duty position is finalised.
A Scheme Booklet with further details will be made available to shareholders in advance of a Scheme Meeting which is expected to be held in early 2025. The Scheme Meeting with allow Perpetuals 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.
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.