VGI Partners Limited (VGI:ASX, “VGI”) announces that it has entered exclusivity and signed a non-binding term sheet with specialist alternative investment manager Regal Funds Management Pty Limited (“Regal”) in relation to the proposed merger of VGI and Regal (the “Proposed Merger”). The Proposed Merger would combine two of Australia’s most recognised and successful hedge fund managers and create a market-leading provider of alternative investment strategies with total funds under management of over A$6 billion.
The Proposed Merger, which would be subject to VGI shareholder approval, would involve VGI acquiring 100%of Regal in consideration for the issue of new ordinary shares in VGI to existing Regal shareholders. The anticipated shareholding of the merged entity at completion of the Proposed Merger, after adjusting for cash,liquid assets and other investments being respectively contributed, being approximately 60% current Regal shareholders and 40% current VGI shareholders. It is anticipated that VGI would be renamed and its ticker changed to reflect the combined businesses on or after completion of the Proposed Transaction.
Entering into a definitive agreement remains subject to each of VGI and Regal completing confirmatory due diligence, the negotiation of the terms of a binding merger implementation agreement, and final board approvals of each of VGI and Regal.
If a merger implementation agreement is entered into, it is currently anticipated that conditions to completion of the Proposed Merger contained in that agreement would include VGI shareholder approval by way of ordinary resolution for the purposes of section 611 item 7 of the Corporations Act 2001 (Cth) and any applicable ASX Listing Rules, an independent expert concluding that the Proposed Merger is reasonable for VGI shareholders, and no material adverse change occurring in relation to either party.
Potential benefits
If the Proposed Merger proceeds, it has the potential to deliver several attractive benefits for VGI shareholders, including the following:
- The creation of a market-leading alternative investment manager with over A$6 billion in funds undermanagement, with exposure to a diversified and growing platform of hedge fund, private market and real asset investment strategies for institutional, high net worth and retail investors in Australia and offshore
- Combining the deep industry experience, networks, and the long investment track records of two industry leaders – Robert Luciano and Philip King – and their respective investment teams, coupled with the management teams of VGI and Regal and their history in creating innovative and well-regarded alternative investment products1 Includes institutional investors, family offices, charities, private investors and employees.
- Leveraging complementary client profiles and relationships across the combined group, including existing long-term relationships with high net worth individuals and family offices within VGI and Regal, alongside a combined retail investor base of over 20,000 investors across VGI Partners Global Investments (ASX:VG1), VGI Partners Asian Investments (ASX:VG8) and the Regal Investment Fund(ASX:RF1)
- Accessing Regal’s highly developed corporate platform and business support network, including a well-established marketing and distribution capability, to provide a refreshed approach to sales, marketing and communication activities across the merged entity and reduce non-investment related activities undertaken by Robert Luciano and the VGI team
- Provide an opportunity for Robert Luciano and the VGI investment team to leverage additional resources from the merged group, including Regal’s extensive investment capability and track record investing in Asian equity markets and private unlisted investments.
Governance
The non-binding term sheet entered into by VGI and Regal contemplates that following completion of the Proposed Merger, the merged entity will have a Board consisting of six Directors, with two nominated by each of VGI and Regal in addition to the appointment of two external independent directors. Neither Robert Luciano nor Philip King will be on the Board of the merged entity given their investment focussed roles. An executive committee for the merged entity will be drawn from both VGI and Regal.
Exclusivity
VGI has granted Regal a period of six weeks of exclusivity on customary binding terms which include no shop,no talk, and no due diligence restrictions (subject to required customary fiduciary exceptions), and an obligation for VGI to notify Regal if it receives a competing proposal. Details of the exclusivity arrangements are set out in Annexure A to this announcement.
About VGI Partners
VGI Partners Limited is a high conviction global equity manager that was founded in 2008 to invest capital for high net worth individuals and family offices. Today, VGI is also the Manager for two Listed Investment Companies: VGI Partners Global Investments Limited (ASX:VG1) and VGI Partners Asian Investments Limited (ASX:VG8). Listed on the Australian Securities Exchange since 2019, VGI has offices in Sydney, New York and Tokyo.
(Source: FWarena)
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