Important information for our shareholders

4 January 2021

Update on SS&C non-binding indicative proposal to acquire Link Group

Link Administration Holdings Limited (ASX: LNK) (Link Group) refers to its announcement dated 7 December 2020 advising that it had received a conditional, non-binding indicative proposal from SS&C Technology Holdings (SS&C) to acquire 100% of the shares in Link Group (SS&C Proposal).

On 3 January 2021, Link Group received a letter from SS&C stating it has withdrawn its SS&C Proposal.

The Link Group Board will continue to consider all alternatives to maximise value for shareholders. As previously announced, this includes a potential separation by way of demerger of Link Group’s interest in Torrens Group Holdings (TGH) (and its core asset, PEXA). Link Group will also explore a trade sale of its interest in TGH from 18 January 2021.

Shareholders do not need to take any action in relation to any proposal.

If there are material developments in the future, Link Group will inform shareholders as required under its continuous disclosure obligations.

The release of this announcement was authorised by the Link Group Board.

ENDS

Investor Relations Contact – Craig Curry, Link Group +61 403 747 901
Media Contact – Ben Wilson, GRACosway +61 407 966 083 


Previous shareholder communications

Letter to shareholders 30 October 2020

Letter to shareholders 19 October 2020

ASX Announcements

Click here to view Link Group's announcements on the ASX

Shareholder FAQs

1. What has happened?

The Company has received a conditional, non-binding indicative offer from a consortium comprising Pacific Equity Partners, Carlyle Group and their affiliates (Consortium) which was announced to the ASX on 12 October 2020 and then revised on 30 October 2020 (Revised Proposal).

On 7 December 2020, Link Group announced a separate conditional, non-binding, indicative offer (SS&C Proposal) from SS&C Technology Holdings (SS&C). On 3 January 2021, Link Group received a letter from SS&C stating it has withdrawn its SS&C Proposal. The Link Group Board will continue to consider all alternatives to maximise value for shareholders. As previously announced, this includes a potential separation by way of demerger of Link Group’s interest in Torrens Group Holdings (TGH) (and its core asset, PEXA). Link Group will also explore a trade sale of its interest in TGH from 18 January 2021.

2. What is the offer?

The indicative cash price offered to shareholders under the Revised Proposal from the Consortium is $5.40 per share. The offer price assumes no further dividends, distributions or reductions in capital would be paid from the date of the Revised Proposal. The Proposal is subject to a number of conditions and also includes a reference to potential scrip alternatives.

3. Who are the bidders?

Link Group has received a conditional, non-binding indicative offer from a consortium comprising Pacific Equity Partners, Carlyle Group and their affiliates.

4. The announcement makes reference to a number of scrip alternatives. What are they?

The Consortium’s previous proposal for a scrip alternative has been updated so that it includes the option of a cash offer for Link Group ex-PEXA of $3.80 per share, along with the ability to take an indirect interest in Link Group’s PEXA holding in a structure that remains unchanged for the Proposal. Shareholders do not need to take any action at this time and will be advised if and when there are any material developments in the future.

5. Are Link Group’s shareholders supporting the Revised Proposal?

Shareholders representing 16.94% of Link Group's issued capital have provided a letter to the Consortium, stating that they intend to vote any shares held at the time of any meeting in favour of the Revised Proposal. This statement is subject to the absence of a superior proposal and shareholders continuing to hold their shares on the date of any meeting. The support is also stated to cease to have effect in 6 months' time, or earlier, if the Revised Proposal is not pursued.

6. What happens if the Board receives a superior offer?

Any material developments will be announced to the ASX and you can access the announcements under the LNK code on the ASX website or here on the Link Group website

7. When will the Link Group Board provide a recommendation?

The Board will consider the Revised Proposal from the Consortium. In addition, the Board is examining structural alternatives for its portfolio, which includes detailed consideration of a potential separation of Link Group’s interest in PEXA, and a demerger into a separate ASX listed entity. Any material developments will be announced to the ASX and you can access the announcements under the LNK code on the ASX website or here on the Link Group website.

8. Where can I find out what changes?

Any material developments will be announced to the ASX and you can access the announcements under the LNK code on the ASX website or here on the Link Group website

9. What should I do?

Shareholders do not need to take any action at this time and will be advised if and when there are any material developments in the future.

10. What do I need to do with my shares if I want to sell?

Shareholders do not need to take any action at this time and will be advised if and when there are any material developments in the future.

11. If I have other questions, how can I contact Link Group?