Washington H. Soul Pattinson And Company Limited · ASX:SOL
Washington H. Soul Pattinson And — Investor Presentation (June 2025)
17 slides from Washington H. Soul Pattinson And's investor presentation, Jun 2, 2025
Slide 1: Merger of Soul Patts and Brickworks
Merger of Soul Patts and Brickworks Creation of a new $14b ASX-listed company 2 June 2025 SoulPatts.com.au | Brickworks.com.au
Slide 2: A transformative merger
A transformative merger Soul Patts and Brickworks to be merged to create a leading ASX-listed company Current Newly capitalised ASX-listed company to merge both Soul Patts and Brickworks Removal of the cross-shareholding will simplify the corporate structure, support additional shareholder liqui
Slide 3: Transaction overview
Transaction overview Attractive transaction benefits to both SOL and BKW shareholders A new ASX-listed company (“TopCo”)1 has been established to acquire both Soul Patts (“SOL”) and Brickworks (“BKW”) The acquisitions of Soul Patts and Brickworks will each occur through inter-conditional Schemes
Slide 4: TopCo funding
TopCo funding TopCo will be well-capitalised upon Scheme Implementation Proposed Merger would remove ~148m shares currently cross-held between SOL and BKW1 Overview Prior to Scheme Completion, TopCo is expected to be capitalised with new equity2 to be used to cover a significant portion of outst
Slide 5: Transaction details
Transaction details Soul Patts and Brickworks to be acquired by a newly capitalised ASX-listed company and merged under inter-conditional schemes of arrangement Upon implementation of the Proposed Merger, the board of TopCo is anticipated to comprise eight members: • Rob Millner AO (Chair) • David
Slide 6: Simplified company structure
Simplified company structure The cross-shareholding will be removed, and TopCo will be capitalised with new shares BKW SOL Shares issued as part of TopCo capitalisation 380m SOI 368m SOI Past 9% Future Cross-shareholding One single company where SOL owns 43% with: of BKW and BKW owns Clean capital
Slide 7: A well-balanced portfolio
A well-balanced portfolio TopCo investors will be exposed to a well diversified, high-quality portfolio spread across multiple asset classes $13.1b TopCo Portfolio NAV (pre-tax)1 SOL holding in Brickworks $3.9b BKW property BKW Building & dev. land Products $2.4b $2.2b $2.2b 30% $1.2b $1.0b 19% 17%
Slide 8: Free float and liquidity
Free float and liquidity Removal of the cross-shareholding significantly increases shareholder liquidity Pro forma market cap1 Pro forma free float adjusted market cap1 $13.6b $14.0b $12.6b $8.4b $4.2b $2.0b BKW SOL TopCo pro forma BKW SOL TopCo pro forma Free float adjusted market cap ($b)2 #44 #60
Slide 9: Benefits to Soul Patts’ shareholders
Benefits to Soul Patts’ shareholders The Proposed Merger presents compelling benefits for SOL shareholders Attractive Generate pre- and post-tax NAV accretion (on a per share basis) for SOL shareholders financial Deliver accretion to Net Cash Flow from Investments (on a per share basis) outcomes
Slide 10: Benefits to Brickworks’ shareholders
Benefits to Brickworks’ shareholders The Proposed Merger presents compelling benefits for BKW shareholders Receive an implied value of $30.28 per BKW share, representing a premium of 10.1% to the closing price, a Implied 11.9% premium to 1-month VWAP, and a 21.9% premium to 3-month VWAP (based on
Slide 11: BKW shareholders will receive an implied premium
BKW shareholders will receive an implied premium The implied value represents strong premia for a merger of this nature Implied value received: $30.281 10.1% 11.9% 16.6% 20.1% 21.9% $27.51 $27.07 $25.22 $25.97 $24.84 Last close 1M VWAP 3M VWAP 6M VWAP Post-tax NAV Source: IRESS 1. As at 30 May 2025
Slide 12: Consistent dividend and returns outperformance
Consistent dividend and returns outperformance BKW shareholders will gain exposure to Soul Patts’ history of dividend and portfolio growth Continued dividend growth Consistent long-term outperformance Since 2000, ordinary dividend has increased at a 9.8% CAGR excluding An investment in SOL returned
Slide 13: Recap
Recap A transformational merger that mutually benefits both sets of shareholders Newly capitalised ASX-listed company to merge both Soul Patts and Brickworks Removal of the cross-shareholding will simplify the Transformational corporate structure, support additional shareholder liquidity and sig
Slide 14: Appendix
i SoulPatis BRICKWORKS 1. Appendix
Slide 15: A diversified investment house that is unique in Australia
A diversified investment house that is unique in Australia Our aim is to grow shareholder wealth through a diversified range of investments $ 12.1b Total Portfolio Net Asset Value (pre-tax) 1 that perform throughout market cycles. • 200+ actively managed investments $ 5.7 b • Targeting high quality
Slide 16: Brickworks is an ASX-listed conglomerate and one of Australia’s largest brick manufacturers
Brickworks is an ASX-listed conglomerate and one of Australia’s largest and most trusted brick manufacturers Brickworks has a diversified corporate structure Segment overview that comprises of four divisions – Building Products Leading manufacturer and distributor of building Australia, Building P
Slide 17: Disclaimer
Disclaimer This document has been prepared by Washington H. Soul Pattinson (‘WHSP’) and Brickworks Limited (‘BKW’) each in respect of information about it. All information contained in this document (including this notice) (‘Information’) is confidential. By receiving the Information you are deemed
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