Termination of Scheme with KKR
Summary
- Perpetual has terminated its Scheme of Arrangement with KKR following an unfavorable report from the Independent Expert.
- The Board has withdrawn its recommendation for the Scheme, and the Scheme Implementation Deed (SID) has been terminated with no break fee payable.
- KKR has asserted that a break fee is payable and has reserved its rights to seek further damages, but Perpetual rejects these contentions.
- Perpetual will proceed with its business separation program to establish three focused businesses.
- The company will also pursue the sale of its Wealth Management business to strengthen its capital position and support organic growth in Corporate Trust and Asset Management.
- Perpetual incurred approximately $42.6 million in transaction and separation costs, post tax, for the 12-month period to 31 December 2024, and $24.4 million, post-tax, for the six month period to 31 December 2024.
- Gregory Cooper will become the Chairman of Perpetual on completion of the 1H25 results on 27 February 2025.
- The Board is focused on reducing debt over the short to medium term.
Sentiment
Score: 5
Explanation: The sentiment is neutral to slightly negative. While the company is moving forward with a new strategy, the termination of the KKR deal and associated costs are setbacks. The focus on simplification and debt reduction is a positive, but uncertainty remains regarding the sale of Wealth Management and potential legal challenges from KKR.
Highlights
- Perpetual has terminated its Scheme of Arrangement with KKR after the Independent Expert concluded it was not in the best interests of shareholders.
- The company will now pursue the sale of its Wealth Management business.
- Perpetual incurred $42.6 million in transaction and separation costs related to the Scheme for the 12 months ending December 31, 2024.
- Gregory Cooper will become the Chairman of Perpetual on February 27, 2025.
- The company aims to reduce debt in the short to medium term.
Positives
- Perpetual is proceeding with its business separation program to create three focused businesses.
- The sale of the Wealth Management business is expected to strengthen the Group's capital position.
- The company is focused on reducing debt over the short to medium term.
- Cost reduction initiatives are planned across the business.
Negatives
- The Scheme of Arrangement with KKR has been terminated.
- KKR is asserting that a break fee is payable and has reserved its rights to seek further damages.
- Perpetual incurred $42.6 million in transaction and separation costs related to the terminated Scheme for the 12 months ending December 31, 2024.
Risks
- KKR may pursue legal action to claim a break fee and further damages.
- The sale of the Wealth Management business may not be completed on favorable terms or within the expected timeframe.
- The business separation program may encounter unforeseen challenges or delays.
- The company may face difficulties in reducing debt over the short to medium term.
Future Outlook
Perpetual will focus on implementing a leaner, more simplified operating model with three focused businesses, reducing debt, and investing in organic growth in Corporate Trust and Asset Management.
Management Comments
- Bernard Reilly, Perpetual's CEO, believes the current course of action will deliver long-term value for shareholders.
- Bernard Reilly's conviction in the quality, performance, and growth opportunities across all of Perpetual's businesses has increased since he joined in September last year.
- The path forward retains earnings diversification in the near term while Perpetual works toward implementing a leaner, more simplified operating model.
- The simplified model will deliver better returns and a stronger balance sheet to support investment in growth over time.
Industry Context
The termination of the KKR Scheme and the pursuit of the Wealth Management sale reflect a strategic shift towards simplification and focusing on core businesses, a trend seen among other financial services firms seeking to enhance shareholder value and improve capital efficiency. Perpetual's move to separate its businesses mirrors similar restructuring efforts by competitors aiming to unlock value and streamline operations.
Comparison to Industry Standards
- Comparable companies such as AMP have also undergone significant restructuring and asset sales to simplify their business models and improve financial performance.
- The decision to sell the Wealth Management business aligns with industry trends where firms are focusing on areas of core competency and divesting non-core assets to improve capital allocation.
- The transaction and separation costs incurred by Perpetual are within the range of similar restructuring activities undertaken by other financial services companies.
Stakeholder Impact
- Shareholders may experience short-term uncertainty due to the terminated Scheme, but could benefit from the long-term value creation of the new strategy.
- Employees in the Wealth Management business may be affected by the planned sale.
- Customers of the Wealth Management business may experience changes as a result of the sale.
- Creditors will be impacted by the company's focus on debt reduction.
Next Steps
- Perpetual will continue executing on the business separation program.
- The company will pursue the sale of its Wealth Management business.
- Perpetual will announce further details on cost reduction initiatives and the balance sheet as part of the 1H25 results on 27 February 2025.
- Gregory Cooper will become the Chairman of Perpetual on 27 February 2025.
Key Dates
- 8 May 2024: Date of the Scheme agreed with KKR
- 10 December 2024: Announcement regarding the Scheme with KKR
- 17 December 2024: Announcement regarding the Scheme with KKR
- 31 December 2024: End of the 12-month and six-month period for transaction and separation costs reporting
- 17 February 2025: Announcement regarding the Scheme with KKR
- 24 February 2025: Date of the announcement regarding the termination of the Scheme with KKR
- 27 February 2025: Completion of 1H25 results and Gregory Cooper becoming Chairman of Perpetual
Keywords
Filings with Classifications
Quarterly Business Update
- Asset Management AUM decreased by 4% to approximately A$221 billion, indicating worse than expected performance in this segment.
Half Yearly Report and Accounts
- The NPAT was significantly lower than previous periods due to significant items including impairment losses, indicating worse than expected results.
Half Yearly Report and Accounts
- The net profit after tax attributable to equity holders of Perpetual Limited decreased to $12.0 million from $34.5 million year-over-year.
Half Yearly Report and Accounts
- The Scheme Implementation Deed with KKR for the sale of Wealth Management and Corporate Trust businesses was terminated after receiving unfavorable views from the ATO and an adverse report from the Independent Expert.
Half Year Results
- The statutory NPAT decreased significantly due to significant items and an impairment in Asset Management, indicating worse than expected results.
Company Update
- The termination of the Scheme of Arrangement with KKR is worse than expected as it represents a failed transaction and incurs significant transaction and separation costs.
Transaction Update
- The Independent Expert's inability to support the deal due to potential tax liabilities is a worse outcome than expected.
Scheme Update
- The document indicates a delay in the finalisation of the transaction due to ongoing engagement with the ATO regarding the tax treatment.
Scheme Update
- The potential for a A$488 million tax liability is significantly worse than expected.
- The ATO's position that the entire cash proceeds could be deemed an unfranked dividend is worse than expected.
- The uncertainty surrounding the transaction due to the ATO's stance is worse than expected.
Shareholding Change Notice
- The reduction in Perpetual Limited's shareholding in Kina Securities Limited indicates a negative market sentiment or a strategic decision by the investor to divest from the company.
Change of Substantial Holding Notice
- The decrease in Perpetual Limited's voting power in Healius Limited from 14.505% to 13.467% indicates a reduction in their stake, which is worse than maintaining or increasing their holding.
Substantial Holder Notice
- The results were worse than expected because Perpetual Limited decreased its stake in Infomedia Limited, indicating a potential loss of confidence in the company's future prospects.
Annual General Meeting Results
- The failure of the remuneration report and the election of a non-board endorsed director candidate represent worse-than-expected outcomes for Perpetual Limited.
Annual Report
- Despite overall revenue and profit growth, significant net outflows from the Asset Management division were worse than anticipated, leading to a substantial impairment charge and impacting the final dividend.
Annual Report
- The timeline for the shareholder vote on the KKR scheme is subject to regulatory approvals and finalization of tax and duty discussions, potentially causing a delay from the initial target of early 2025.
Quarterly Business Update
- The 3% increase in AUM to A$222 billion exceeded expectations, driven by positive market movements and net inflows.
Sustainability Report
- The development of a cultural diversity target was paused due to the Strategic Review and potential separation of the Wealth Management and Corporate Trust businesses.
- Some community giving activities were paused due to reduced bandwidth resulting from the Strategic Review.
Annual Report
- While UPAT increased, a significant non-cash impairment charge and other significant items resulted in a statutory net loss, indicating worse-than-expected results.
Annual General Meeting Notice
- The allocation of the LTI award to the new CEO is contingent upon the completion of the transaction, which could cause a delay in the award's allocation.
Annual General Meeting Notice
- The statutory net loss after tax of A$472.2 million was significantly worse than expected due to substantial non-cash impairments and other significant items.
Quarterly Business Update
- Asset Management AUM decreased by approximately 5% to A$215 billion, impacted by net outflows, market movements, and currency fluctuations.
Strategic Review Announcement
- The strategic review resulted in a cash offer that the board considers superior to other alternatives.
- The transaction unlocks significant value for shareholders through the sale of Wealth Management and Corporate Trust at attractive multiples.
Disclaimer: This summary was generated by artificial intelligence and its accuracy is not guaranteed. The information provided here is for general informational purposes only and does not constitute financial advice, recommendation, or endorsement of any kind. It may contain errors or omissions. You should not rely on this information to make financial decisions. Always seek the advice of a qualified financial professional before making any investment or financial decisions. Use of this information is at your own risk.