Platinum Capital Seeks Approval for On-Market Buy-Back of Up to 50% Shares

Background and Withdrawal of Scheme

In a significant strategic pivot, Platinum Capital Limited (ASX – PMC) announced at its General Meeting on 12 August 2025 the withdrawal of its previously proposed scheme of arrangement with the Platinum International Fund Complex ETF. The Board determined that the scheme was unlikely to achieve the required 75% shareholder approval threshold, particularly given the opposition signaled by substantial shareholders including L1 Capital and its associates, who collectively hold around 18% of the company’s shares.

This decision reflects the Board’s pragmatic approach to shareholder sentiment and regulatory requirements, opting to halt a restructuring plan that lacked sufficient backing rather than pressing forward with uncertain support.

On-Market Buy-Back Proposal

Instead, shareholders were presented with a resolution to approve an on-market buy-back of up to 50% of the company’s issued share capital. This buy-back mechanism is designed to offer shareholders a liquidity option, enabling those wishing to exit their investment to do so at prices closer to the company’s net tangible asset value (NTA). The Board has further committed to limiting buy-back activity to no more than 20% of shares prior to an extraordinary general meeting requisitioned by L1 Capital, signaling a willingness to balance liquidity with shareholder interests.

The buy-back resolution received overwhelming support, with over 96% of proxy votes cast in favor, underscoring broad shareholder endorsement of this alternative strategy.

Implications for Shareholders and Market

This move marks a notable shift from a complex restructuring to a more straightforward capital management approach. By providing a clear exit route through the buy-back, the Board addresses one of the key objectives identified in its strategic review announced in April 2024 – enhancing shareholder liquidity. The buy-back could also influence the company’s capital structure and share price dynamics, as reducing the number of shares on issue may support per-share metrics.

However, the involvement of L1 Capital, a significant shareholder who had opposed the scheme but supports the buy-back, adds an intriguing layer to the company’s governance and future strategic direction. The forthcoming extraordinary general meeting requisitioned by L1 Capital will be a critical event to watch for further developments.

Next Steps and Market Watch

With the General Meeting concluded and the buy-back resolution passed, attention now turns to the execution of the buy-back program and the company’s response to shareholder activism. The Board’s commitment to transparency and shareholder engagement will be vital as the company navigates this transitional phase.

Investors and market watchers will be keen to monitor how the buy-back impacts share liquidity, pricing, and overall investor confidence in Platinum Capital moving forward.