Important information for our shareholders

25 November 2020

Link Group update

Link Administration Holdings Limited (ASX: LNK) (Link Group) refers to the revised conditional, nonbinding, indicative proposal from a consortium comprising Pacific Equity Partners, Carlyle Group and their affiliates (Consortium) dated 26 October 2020 (Revised Proposal) and its ASX announcement dated 28 October 2020.

Update on the Revised Proposal

As previously disclosed, Link Group has engaged with the Consortium on its due diligence procedures so that the Consortium can develop a further proposal for consideration by Link Group. Following the execution of a confidentiality agreement, the Consortium and their advisors have been granted access to a virtual dataroom.

Link Group continues to provide the Consortium with access to the Executive Leadership Team through a series of management presentations and question and answer sessions. The question and answer sessions have been developed to address the Consortium’s specific due diligence focus areas.

Business update

As announced previously, Vivek Bhatia commenced as Managing Director and Chief Executive Officer on 2 November 2020. In early December 2020, Mr Bhatia will present an update on the Link Group business, his initial observations on Link Group’s strategy and operations, and a trading update. The presentation will be virtual and Link Group will advise timing and access details in due course.

Update on the Link Property demerger

Link Group is progressing, as a matter of priority, all necessary workstreams for the previously announced demerger of its 44.2% interest in PEXA1. Subject to Board, ASX and other regulatory approvals, the expected timing for a potential Link Property listing is the first half of calendar 2021.

Engagement with the Australian Taxation Office (ATO) to seek the necessary ruling on the tax treatment of the demerger, in particular in relation to obtaining tax roll-over relief for shareholders under the demerger relief provisions2, has commenced and a draft ruling application has been provided to the ATO.

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

ENDS

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


1 ASX announcement 23 October 2020
2 Division 125 of Income Tax Assessment Act 1997 (Cwlth)


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.

2. What is the offer?

The indicative cash price offered to shareholders under the Revised Proposal 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 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’s shareholders supporting the 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 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 has held a number of discussions with representatives of the Consortium, and meetings have taken place between the parties’ financial, tax and legal advisors. Following this detailed and careful consideration, your Board has unanimously concluded that the Proposal, as presented, materially undervalues Link Group on a control basis and is not in the best interests of shareholders.

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.

The Link Group Board will consider the Revised Proposal, including obtaining advice from its financial, legal and tax advisors. 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.

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?