Merger Hangs on Court Approval After Overwhelming Shareholder Votes
Shareholders of Washington H. Soul Pattinson and Brickworks have overwhelmingly approved their respective Share Schemes, paving the way for a landmark merger pending court approval.
- Over 92% of Soul Patts shareholders approved the Share Scheme
- Nearly 99% of Brickworks shareholders voted in favour
- Long-term incentives granted to proposed Topco Managing Director and CEO
- Court approval scheduled for 12 September 2025
- Topco shares to begin deferred settlement trading mid-September
Shareholder Approval Marks Major Step
On 10 September 2025, shareholders of Washington H. Soul Pattinson and Company Limited (Soul Patts) and Brickworks Limited delivered decisive votes in favour of their respective Share Schemes. These approvals are critical milestones in the proposed combination of the two companies into a new entity, Topco.
The voting results were emphatic, 96.84% of Soul Patts shareholders present voted for the scheme, with 92.42% of total votes cast in favour. Brickworks shareholders showed even stronger support, with 97.40% of those present and 98.81% of total votes cast backing the scheme. Such overwhelming endorsement signals strong shareholder confidence in the merger’s strategic rationale.
Next Steps and Court Approval
While the shareholder votes clear a significant hurdle, the Share Schemes remain subject to approval by the Court at hearings scheduled for 12 September 2025. Provided all conditions precedent are met or waived, and the Court grants approval, the schemes will become legally effective following lodgement of Court orders with the Australian Securities and Investments Commission (ASIC), expected by 15 September.
Following this, trading in Soul Patts and Brickworks shares will be suspended from the close of trading on 15 September. Topco shares will then commence trading on a deferred settlement basis from 16 September, transitioning to normal settlement from 24 September. Shareholders on record as of 17 September will receive Topco shares in exchange for their existing holdings, at the ratios of one Topco share per Soul Patts share and 0.82 Topco shares per Brickworks share.
Leadership and Incentives Aligned
Alongside the Share Scheme approvals, both companies also secured shareholder endorsement for long-term incentive grants to the proposed Managing Director and CEO of Topco. This move aligns leadership incentives with the success of the combined entity, signalling a commitment to long-term value creation.
The merger brings together Soul Patts’ diversified investment portfolio and Brickworks’ extensive building products and industrial property assets, potentially creating a more resilient and growth-oriented ASX-listed company. Investors will be watching closely as the final legal steps unfold and the new Topco entity begins trading.
Bottom Line?
With shareholder backing secured, all eyes now turn to the Court’s verdict and the dawn of Topco’s market debut.
Questions in the middle?
- Will the Court approve the Share Schemes without conditions or delays?
- How will the combined entity’s strategy evolve post-merger?
- What impact will the merger have on dividend policies and shareholder returns?
