Washington H. Soul Pattinson and Co Enters Into Purchase Sale Agreement

ACQ has entered into an asset sale agreement to purchase the Portfolio from WHSP for the Purchase Price. The purchase of some of the constituents of the Portfolio is subject to pre-emptive rights.

Upon the exercise of pre-emptive rights, approximately 70% of the Purchase Price (Initial Consideration Payment) will be payable by ACQ to WHSP. The Initial Consideration Payment is payable in ACQ shares which will be issued at a price equal to ACQ’s most recently published Monthly Post Tax Net Tangible Asset value per share at completion. The Portfolio will be transferred to ACQ upon receipt by WHSP of the Initial Consideration Payment. ACQ anticipates that transfer will take place in January 2018.

The remainder of the Purchase Price (Final Consideration Payment) will be made to WHSP following the completion of ACQ’s 30 June 2018 audit, at ACQ’s election, in cash or ACQ shares at the same Post-Tax NTA as the shares comprising the Initial Consideration Payment were issued. The Final Consideration Payment will be subject to the assessed fair value of the Portfolio as at 30 June 2018. The sum of the Initial Consideration Payment and the Final Consideration Payment is the Adjusted Consideration Payment.

Upon the liquidation for cash of the constituents of the Portfolio and subject to ACQ receiving a cash return equal to the Adjusted Consideration Payment plus 8% p.a., WHSP will be entitled to receive 30% of the cash receipts from such sale of the Portfolio. This amount will be paid, at the election of ACQ, in either cash or ACQ shares at the same Post Tax NTA as the shares comprising the Initial Consideration Payment were issued.


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