Washington H. Soul Pattinson And Company Limited · ASX:SOL
Washington H. Soul Pattinson And — Merger or Acquisition (June 2021)
18 slides from Washington H. Soul Pattinson And's merger presentation, Jun 22, 2021
Slide 1: Merger with Milton Corporation
For personal use only Merger with Milton Corporation Creating Australia’s leading, diversified investment house 22 June 2021 Not for release to US Wire Services or distribution in the United States
Slide 2: Merger Highlights
Merger Highlights Washington H. Soul Pattinson continues to deliver on its mission to hold a diversified portfolio which generates a growing income For personal use only stream and capital growth for shareholders ✓ Proposed MERGER WITH MILTON CORPORATION by a RECOMMENDED SCHEME OF ARRANGEMENT Creati
Slide 3: 1. Transaction Overview
For personal use only 1. Transaction Overview Merger with Milton Corporation Not for release to US Wire Services or distribution in the United States 3
Slide 4: Transaction Overview
Transaction Overview Washington H. Soul Pattinson to merge with ASX-listed Milton Corporation by a recommended Scheme of Arrangement to create For personal use only Australia’s leading, diversified investment house ▪ A merger with Milton Corporation (Milton) is expected to provide Washington H. Soul
Slide 5: Transaction Overview: Structure and Conditions
Transaction Overview Washington H. Soul Pattinson to merge with ASX-listed Milton Corporation by a recommended Scheme of Arrangement to create For personal use only Australia’s leading, diversified investment house ▪ The merger with Milton to be effected via a Scheme of Arrangement (Scheme) ▪ Unanim
Slide 6: 2. Overview of Milton Corporation
For personal use only 2. Overview of Milton Corporation Merger with Milton Corporation Not for release to US Wire Services or distribution in the United States 6
Slide 7: Overview of Milton Corporation
Overview of Milton Corporation Milton Corporation is an ASX-listed investment company managing a $3.7b portfolio of assets, including ASX listed companies and trusts For personal use only Overview Current Portfolio2 ▪ Milton is a listed investment company that manages c. $3.7b in assets Cash 1.4% Pr
Slide 8: 3. Strategic Rationale
For personal use only 3. Strategic Rationale Merger with Milton Corporation Not for release to US Wire Services or distribution in the United States 8
Slide 9: Creating a more diversified company
Creating a more diversified company The transaction will provide additional liquidity to fund further diversification across multiple asset classes that are seeing strong For personal use only deal flow 1 Australian ▪ WHSP has deep expertise in managing portfolios of listed Australian equities and M
Slide 10: Significantly increases scale and shareholder liquidity
Significantly increases scale and shareholder liquidity The transaction is expected to result in a significant step-change to WHSP’s scale and shareholder liquidity For personal use only Pro forma market cap1 Pro forma shareholders2 $10.8bn $7.2bn 59,249 29,735 WHSP WHSP Pro Forma WHSP WHSP Pro Form
Slide 11: Investment philosophy remains the same
Investment philosophy remains the same The transaction will bring together two great investment houses who share similar value-focused, long-term investment philosophies For personal use only Investment Philosophy WHSP 20 Year Total Shareholder Returns have significantly ▪ Patient investor with no m
Slide 12: 4. Why Milton shareholders should accept
For personal use only 4. Why Milton shareholders should accept Merger with Milton Corporation Not for release to US Wire Services or distribution in the United States 12
Slide 13: Why Milton shareholders should accept
Why Milton shareholders should accept There are compelling reasons for Milton shareholders to vote in favour of the Scheme For personal use only 1 Offer premium ▪ Milton shareholders will be offered a material premium to both share price and NTA for their shares ▪ If the Scheme is implemented, Milto
Slide 14: Indicative Timetable
Indicative Timetable Scheme booklet expected to be dispatched to Milton shareholders in early August with completion expected in early October 2021 For personal use only Key Event Date1 Execute SIA and Announcement to ASX Tuesday, 22 June 2021 First Court Hearing Early August 2021 Dispatch of Scheme
Slide 15: Appendix I: Exchange Ratio Formula
For personal use only Appendix I: Exchange Ratio Formula Merger with Milton Corporation Not for release to US Wire Services or distribution in the United States 15
Slide 16: Exchange Ratio Formula
Exchange Ratio Formula For personal use only Formula Worked Example Value MLT Adjusted NTA × 1.10 Exchange ratio = Milton Current NTA per share1 $5.46 WHSP Reference Price x Milton Shares on issue at Calculation Date Less Dividends ($0.45) Where: Milton Adjusted NTA per share $5.01 ▪ NTA means the a
Slide 17: Important Notice and Disclaimer
Important Notice and Disclaimer For personal use only Important Notice and Disclaimer This presentation has been prepared in relation to the proposed merger with Milton Corporation Limited ACN 000 041 421 (Milton) by Washington H. Soul Pattinson and Company Limited ACN 000 002 728 (WHSP) by way of s
Slide 18: Important Notice and Disclaimer
Important Notice and Disclaimer For personal use only Not an Offer, Investment or Financial Product Advice This presentation, including the information contained in this disclaimer, is not a prospectus, product disclosure statement or other disclosure document under the Corporations Act, or other of
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