Welcome to the Scheme information page

About the transaction

On 8 May 2024, Perpetual announced (here) the completion of a comprehensive Strategic Review, which as noted in that announcement examined a broad range of options available to unlock additional value for shareholders. Perpetual also announced that it had 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 from Perpetual Shareholders via a Scheme of Arrangement¹, for total cash consideration of A$2.175 billion (“Scheme”).

On 10 December 2024, Perpetual announced that it had received written views from the Australian Tax Office (ATO) in relation to the tax treatment of the transaction, noting that the previously advised range in respect of taxes and duties, announced on 29 August 2024, of between A$106 million and A$227 million, is now estimated to be between A$493 million and A$529 million and the estimated cash proceeds to shareholders for the transaction would reduce from A$8.38 to A$9.82 per share as previously communicated, to A$5.74 to A$6.42 per share².

On 17 December 2024, the Independent Expert informed Perpetual that the risk and magnitude of the increased potential tax liabilities, if the transaction were to be implemented, mean that it would not be able to form an opinion that the Scheme is in the best interests of shareholders.

Perpetual and KKR are continuing to engage in relation to the transaction.

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 are available on our shareholders homepage here.

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 is subject to further work and may be revised further.

Who can I contact if I have further questions?

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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