Merger Approval Hinges on Court Nod as Topco Prepares Market Debut
Shareholders of Washington H. Soul Pattinson and Brickworks have overwhelmingly approved their respective share schemes, paving the way for a major merger and new leadership incentives.
- Over 92% of Soul Patts shareholders approve the share scheme
- Nearly 99% of Brickworks shareholders support their share scheme
- Long-term incentives granted to the proposed Managing Director and CEO of the combined entity, Topco
- Share schemes await final court approval scheduled for 12 September 2025
- Topco shares expected to commence trading mid-September following suspension of SOL and BKW shares
Shareholder Approval Signals Major Step Forward
In a decisive move, shareholders of Washington H. Soul Pattinson and Company Limited (SOL) and Brickworks Limited (BKW) have overwhelmingly voted in favour of their respective share schemes. These schemes are designed to facilitate the proposed combination of the two companies into a new entity, Topco. The approvals came during meetings held on 10 September 2025, with SOL shareholders endorsing the scheme by over 92% of votes cast, and Brickworks shareholders showing even stronger support at nearly 99%.
What the Merger Means
The merger aims to unite Soul Patts’ diversified investment portfolio with Brickworks’ leading position in building products, creating a conglomerate with broad exposure across industries. This combination is expected to enhance capital growth opportunities and provide shareholders with a more diversified asset base. The new entity, Topco, will consolidate the strengths of both companies, potentially unlocking synergies in investment management and industrial operations.
Leadership and Incentives
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 signals confidence in the leadership team tasked with steering the combined company through integration and future growth phases. The incentives align management’s interests with shareholder value creation over the coming years.
Next Steps and Market Impact
While the shareholder votes mark a significant milestone, the share schemes remain subject to final approval by the Court, with hearings scheduled for 12 September 2025. If approved, the schemes will become legally effective mid-September, triggering the suspension of SOL and BKW shares from trading and the commencement of Topco shares on a deferred settlement basis. Shareholders will receive Topco shares in exchange for their existing holdings, with a conversion ratio of one Topco share per SOL share and 0.82 Topco shares per BKW share.
This transition is expected to reshape the ASX landscape in the conglomerates and building materials sectors, with investors closely watching the integration progress and performance of the new entity.
Bottom Line?
With shareholder backing secured, all eyes now turn to the court’s green light and the unfolding of Topco’s market debut.
Questions in the middle?
- Will the Court approve the share schemes without conditions or delays?
- How will Topco’s leadership execute the integration of two diverse businesses?
- What impact will the merger have on dividend policies and shareholder returns?
