• Newly capitalised ASX-listed company to merge Soul Patts and Brickworks
• Removal of cross-shareholding to simplify structure, increase liquidity and free float
• Strong balance sheet to fund growth and new investment opportunities

The proposed merger will see a newly capitalised ASX-listed company acquire both Soul Patts and Brickworks through inter-conditional Schemes of Arrangement. Prior to implementation, TopCo is expected to be capitalised with new equity of at least $1.25 billion. The merger will remove the current cross-shareholding of approximately 148 million shares between Soul Patts and Brickworks, simplifying the corporate structure and supporting additional shareholder liquidity and a significantly expanded free float. Soul Patts shareholders will receive 1 TopCo share for every 1 Soul Patts share, while Brickworks shareholders will receive 0.82 TopCo shares for every 1 Brickworks share. The combined group will have a pro forma market capitalisation of $14 billion and a free float of $12.6 billion. The board of TopCo is anticipated to comprise eight members, with Todd Barlow as the CEO. The merger is unanimously recommended by the directors of both companies, subject to the Independent Expert concluding that the merger is in the best interests of shareholders and no superior proposal emerging.