Topco Placement and Concurrent Convertible Notes Repurchase

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Stock Washington H Soul Pattinson & Company Ltd (SOL.ASX)
Release Time 1 Jul 2025, 5:11 p.m.
Price Sensitive Yes
 Topco Placement and Concurrent Convertible Notes Repurchase
Key Points
  • Conditional forward share purchase transaction with UBS AG for 14 million Topco shares
  • Concurrent repurchase by Soul Patts of up to 100% of the outstanding $450 million Senior Unsecured Convertible Notes due 2030
  • Proceeds from Conditional Placement to be used for purposes disclosed in previous announcements
Full Summary

Washington H. Soul Pattinson and Company Limited ('Soul Patts') and Brickworks Limited ('Brickworks') have announced Topco's entry into a conditional forward share purchase transaction with UBS AG, Australia Branch, referencing 14 million Topco shares (the 'Conditional Placement') and the concurrent repurchase by Soul Patts of up to 100% of the outstanding $450 million Senior Unsecured Convertible Notes due 2030 ('Repurchase'). The proceeds from the Conditional Placement would constitute part of the Topco share capitalisation disclosed in the announcements of 2 June 2025 and would be expected to be used for the purposes disclosed in those announcements. If the schemes of arrangement set out in the Combination Deed ('Schemes') are approved and become effective, then the Conditional Placement Topco shares would be issued prior to the implementation of the Schemes. Soul Patts is carrying out a reverse bookbuilding process to receive indications of interest from holders of the outstanding $450 million Senior Unsecured Convertible Notes due 2030 ('Convertible Notes'). The number of notes to be repurchased and the repurchase price will be determined by the reverse bookbuilding process.