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EGM 22 September 2025: Merger of Platinum Asset Management and L1 Capital September 2025 Platinum Asset Management Limited ABN 13 050 064 287 For personal use only
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Transaction Overview Proposed Transaction ■ Platinum Asset Management Limited (ASX:PTM) acquires First Maven Pty Ltd (trading as L1 Capital) [1] Ownership ■ ~26% ownership by existing Platinum shareholders ■ ~74% ownership by L1 Capital shareholders In-perimeter performance fees on L1 Capital Long Short funds and mandates ■ Platinum shareholders will receive ‘In-Perimeter’ performance fees relating to the first 3.5% of absolute returns (gross performance net of management fees) generated by the L1 Capital Long Short funds and mandates ■ L1 Capital existing shareholders will retain performance fees on L1 Capital’s Long Short funds and mandates that are not ‘In-Perimeter’ for Platinum following completion, as further described in the Notice of Meeting and Explanatory Memorandum Expected EPS Accretion ■ Pro-forma for $20m of annual pre-tax net synergy and cost savings benefits [2], based on those pro-forma synergies, the proposed transaction is expected to be materially EPS accretive [3] for Platinum shareholders over the near to medium term. Specifically, the merger is expected to be double digit EPS accretive in the next twelve months following completion [4], and over 30% EPS accretive in FY27 i.e. full fiscal year post completion [5] Brand ■ The merged entity to be renamed L1 Group Limited and remain listed on the ASX with a new ticker L1G Pro-forma shareholding ■ ~33% held by Mark Landau (L1 Capital Co-Founder)[6] ■ ~33% held by Raphael Lamm (L1 Capital Co-Founder)[6] ■ ~4% held by Joel Arber (L1 Capital COO)[6] ■ ~4% Lev Margolin (former L1 Capital Portfolio Manager)[6] ■ ~3% held by Kerr Neilson (Platinum Founder)[6] Escrow arrangements ■ 25% of shares held by each L1 Capital shareholder escrowed for 2 years, 25% escrowed for 3 years, with remaining 50% escrowed for 4 years Completion ■ 1 October 2025 1 Notes: [1] Excludes Z Class Shares that will be retained by existing L1 Capital shareholders, related to ‘Out-of-Perimeter’ performance fees on L1 Capital’s Long Short funds and mandates. [2] Annual pre-tax net synerg y and cost saving benefits exclude one-off costs and are expected to be delivered in the 12-18 months following completion. [3] Based on pro-forma synergies, Visible Alpha consensus earnings forecasts (as at 8 July 2025) for Platinum, management forecasts (as at 8 July 2025) from L1 Capital. Also, this assumes no significant unforeseeable Platinum / L1 Capital specific or market downturn, and excludes any amortisation that might arise from the recognition of finite life intangible assets as a result of acquisition accounting. [4] Subject to the same assumptions in footnote [3] and assumes merger completion by the start of October 2025. The next twelve months refers to 1 October 2025 to 30 September 2026.[5] Subject to the same assumptions in footnotes [3] and [4]. [6] Including controlled and associated entities. ■ Funds to retain existing brands For personal use only
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Strategic Rationale for the Merger ■ Scale: The combination of Platinum and L1 Capital will create a market-leading i nvestment platform of listed equities and alternative investment strategies with total AUM of approximately $16.5 billion1 as at 30 June 2025 ■ Substantial Diversification Opportunities: The merger provides Platinum shareholders with exposure to a growing, scalable and well-diversified i nvestment management business with a diversified client base across institutional, wholesale, high net worth (HNW) and retail investors in Australia and globally ■ Growth Opportunities: The merged entity benefits from L1 Capital’s strong track record of performance through market cycles, participating in performance fees across L1 Capital's funds and mandates & from L1 Capital’s proven track record of successful strategy launches ■ Su bstantial Efficiency Benefits: Pro-forma for $20m of annual pre-tax net synergy and cost savings benefits2, the proposed transaction is expected to be materially EPS accretive3 for Platinum shareholders over the near to medium term, as described in the Explanatory Memorandum (EM) ■ Balance Sheet: Strong balance sheet and expected ability to attract capital for future growth opportunities 2 (1) L1 Capital and Platinum as at 30 June 2025. (2) Annual pre-tax net synergy and cost saving benefits exclude one-off costs and are expected to be delivered in the 12-18 months following completion. [3] Based on pro-forma synergies, Visible Alpha consensus earnings forecasts (as at 8 July 2025) for Platinum, management forecasts (as at 8 July 2025) from L1 Capital. Also, this assumes no significant unforeseeable Platinum / L1 Capital specific or market downturn, and excludes any amortisation that might arise from the recognition of finite life intangible assets as a result of acquisition accounting. Assumes merger completion by the start of October 2025. For personal use only
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What will the Merged Entity Look Like? Overview Strengths ■ Well established and trusted investment manager with funds deployed globally ■ ASX listed since 2007, founded in 1994 ■ Sydney headquartered with 85+ FTE ■ Independent investment manager with track record of leading investment returns ■ Founded in 2007 ■ Melbourne headquartered with 50+ FTE + 3 ■ Market leading fund manager with over $16.5bn AUM ■ Diversified set of investment teams, products and client base ■ Stand-out brand ■ Strong distribution capabilities Combination ■ Decades of investment and operational experience ■ Well established, highly recognisable brand ■ Strong retail presence with specialist equity offerings ■ Robust balance sheet with high seed balances ■ Highly regarded equities and alternatives fund manager, focus on innovative and differentiated strategies ■ Leading investment performance ■ Broad range of institutional, wholesale, HNW and retail investors ■ Founder led, performance driven culture ■ Strong distribution capabilities Source: L1 Capital and Platinum. AUM as at 30 June 2025. For personal use only
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Independent Expert’s Conclusion • The merger is FAIR AND REASONABLE to Platinum shareholders in the absence of a superior alternative proposal emerging • The issue of Platinum shares to L1 Capital to implement the Merger and the acquisition of L1 Capital shares from Annaeus and Shomron is FAIR AND REASONABLE to the non-associated Shareholders in the absence of a superior alternative proposal emerging 4 For personal use only
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Reasons to Vote In Favour of the Merger ✓ Opportunity to benefit from exposure to a scalable, growing and diversified platform of alternative investment strategies ✓ The Merger will combine the deep expertise, investment experience, industry networks and established track records of talented investment management teams from both L1 Capital and Platinum ✓ Pro-forma for $20m of annual pre-tax net synergy and cost savings benefits[1], based on those pro-forma synergies, t he proposed transaction is expected to be materially EPS accretive[2] for Platinum shareholders over the near to medium term, as described in the Explanatory Memorandum (EM) ✓ Complementary client opportunities and distribution capabilities ✓ No competing proposal has emerged since announcement of the Merger ✓ If the Merger does not proceed, Platinum’s share price might fall and Platinum may be exposed to other negative consequences, including in relation to existing client relationships and further FUM outflows. ✓ The Independent Expert has concluded that the Merger is fair and reasonable in the absence of a superior alternative proposal. 5 Notes: [1] Annual pre-tax net synergy and cost saving benefits exclude one-off costs and are expected to be delivered in the 12-18 months following completion. [2] Based on pro-forma synergies, Visible Alpha consensus earnings forecasts (as at 8 July 2025) for Platinum, management forecasts (as at 8 July 2025) from L1 Capital. Also, this assumes no significant unforeseeable Platinum / L1 Capital specific or market downturn, and excludes any amortisation that might arise from the recognition of finite life intangible assets as a result of acquisition accounting. Assumes merger completion by the start of October 2025. For personal use only
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EGM Resolutions in a Nutshell Merger Resolutions (Resolutions 1- 5) ➢ Resolutions 1, 2 and 4 are Ordinary Resolutions covering the requisite shareholder approvals required under the Corporations Act for the acquisition of relevant interests above 20%, to facilitate the merger ➢ Resolution 3 is an Ordinary Resolution for the acquisition by Platinum of the L1 Capital sale shares from entities associated with the L1 Capital founders, Mark Landau and Raphael Lamm, for the purposes of ASX Listing Rule 10.1.3 ➢ Resolution 5 is an Ordinary Resolution seeking approval for the acquisition of a relevant interest by Platinum in the Platinum shares which will be the subject of escrow arrangements, which relate to the restrictions on sales of shares in the merged entity by the L1 Capital shareholders for up to four years after completion Resolutions 1, 2, 3 and 4 must be passed for the merger to proceed. Completion of the merger is not conditional on Resolution 5 being passed Ancillary Resolution (Resolution 9) ➢ Resolution 9 is an Ordinary Resolution seeking shareholder approval to authorise the payment of termination benefits to certain current Platinum employees and executives if their employment is terminated in the future to the extent that such benefits are paid out before 31 October 2028 ➢ Completion of the merger is not conditional on the Ancillary Resolution being approved (and vice-versa) The Platinum Board unanimously recommends that Shareholders vote in favour of Resolutions 1 to 8 The Platinum Board (excluding Jeff Peters who has abstained from making a recommendation) also recommend that Shareholders vote in favour of the Ancillary Resolution 6 Resolutions Conditional on the Completion of the Merger (Resolutions 6 - 8) ➢ Resolution 6 is a Special Resolution seeking shareholder approval to change Platinum’s name to L1 Group Limited ➢ Resolutions 7 and 8 are Ordinary Resolutions related to the proposed appointment of Jane Stewart and Neil Chatfield, respectively, as new directors of Platinum Resolutions 6 to 8 are conditional on the Resolutions 1 to 4 being approved and completion of the merger For personal use only
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Resolution 1 - Approval of acquisition of a Relevant Interest in Platinum Shares by Annaeus as trustee of the ML Family Trust 7 Platinum Shareholders are asked to consider and, if thought fit, pass the following resolution as an ordinary resolution: That, for the purpose of section 611, item 7 of the Corporations Act, and for all other purposes, approval is given for the acquisition by Annaeus as trustee of the ML Family Trust of a Relevant Interest in Platinum Shares on Completion of the Merger, as described in the Explanatory Memorandum to which this Notice of Meeting is annexed. Completion of the Merger is conditional on Resolutions 1, 2, 3 and 4 being passed. For personal use only
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Resolution 1 - Approval of acquisition of a Relevant Interest in Platinum Shares by Annaeus as trustee of the ML Family Trust 8 Source: Computershare. For personal use only
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Resolution 2 - Approval of acquisition of a Relevant Interest in Platinum Shares by Shomron as trustee of the RL Family Trust 9 Platinum Shareholders are asked to consider and, if thought fit, pass the following resolution as an ordinary resolution: That, for the purpose of section 611, item 7 of the Corporations Act, and for all other purposes, approval is given for the acquisition by Shomron as trustee of the RL Family Trust of a Relevant Interest in Platinum Shares on Completion of the Merger, as described in the Explanatory Memorandum to which this Notice of Meeting is annexed. Completion of the Merger is conditional on Resolutions 1, 2, 3 and 4 being passed. For personal use only
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Resolution 2 - Approval of acquisition of a Relevant Interest in Platinum Shares by Shomron as trustee of the RL Family Trust 10 Source: Computershare. For personal use only
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Resolution 3 – Approval of acquisition by Platinum of L1 Capital Sale Shares for the purposes of ASX Listing Rule 10.1.3 11 Platinum Shareholders are asked to consider and, if thought fit, pass the following resolution as an ordinary resolution: That, for the purposes of ASX Listing Rule 10.1.3, and for all other purposes, approval is given for the acquisition by Platinum of the L1 Capital Sale Shares from each of: (a) Annaeus as trustee of the ML Family Trust; and (b) Shomron as trustee of the RL Family Trust. Completion of the Merger is conditional on Resolutions 1, 2, 3 and 4 being passed. For personal use only
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Resolution 3 – Approval of acquisition by Platinum of L1 Capital Sale Shares for the purposes of ASX Listing Rule 10.1.3 12 Source: Computershare. For personal use only
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Resolution 4 - Approval of acquisition by Platinum of a Relevant Interest in Platinum Shares in which L1 Capital has a Relevant Interest 13 Platinum Shareholders are asked to consider and, if thought fit, pass the following resolution as an ordinary resolution: That, for the purpose of section 611, item 7 of the Corporations Act, and for all other purposes, approval is given for the acquisition by Platinum of a Relevant Interest in any Platinum Shares in which L1 Capital has a Relevant Interest, as described in the Explanatory Memorandum to which this Notice of Meeting is annexed. Completion of the Merger is conditional on Resolutions 1, 2, 3 and 4 being passed. For personal use only
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Resolution 4 - Approval of acquisition by Platinum of a Relevant Interest in Platinum Shares in which L1 Capital has a Relevant Interest 14 Source: Computershare. For personal use only
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Resolution 5 - Approval of acquisition of a Relevant Interest in Escrowed Shares by Platinum 15 Platinum Shareholders are asked to consider and, if thought fit, pass the following resolution as an ordinary resolution: That, for the purpose of section 611, item 7 of the Corporations Act, and for all other purposes, approval is given for the acquisition by Platinum of a Relevant Interest in the Escrowed Shares to be issued to the L1 Capital Shareholders on Completion of the Merger, as described in the Explanatory Memorandum to which this Notice of Meeting is annexed. For personal use only
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Resolution 5 - Approval of acquisition of a Relevant Interest in Escrowed Shares by Platinum 16 Source: Computershare. For personal use only
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Resolution 6 - Change of name of Platinum Asset Management Limited 17 Platinum Shareholders are asked to consider and, if thought fit, pass the following resolution as a special resolution: That, conditional on Completion of the Merger having occurred, approval is given for the name of Platinum Asset Management Limited to be changed to "L1 Group Limited". For personal use only
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Resolution 6 - Change of name of Platinum Asset Management Limited 18 Source: Computershare. For personal use only
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Resolution 7 - Election of Jane Stewart as a Director of Platinum 19 Platinum Shareholders are asked to consider and, if thought fit, pass the following resolution as an ordinary resolution: That, conditional on Completion of the Merger having occurred, Jane Stewart, being eligible for election, is elected as a Director of Platinum. For personal use only
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Resolution 7 - Election of Jane Stewart as a Director of Platinum 20 Source: Computershare. For personal use only
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Resolution 8 - Election of Neil Chatfield as a Director 21 Platinum Shareholders are asked to consider and, if thought fit, pass the following resolution as an ordinary resolution: That, conditional on Completion of the Merger having occurred, Neil Chatfield, being eligible for election, is elected as a Director of Platinum. For personal use only
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Resolution 8 - Election of Neil Chatfield as a Director 22 For personal use only
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Resolution 8 - Election of Neil Chatfield as a Director 23 Source: Computershare. For personal use only
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Resolution 9 - Approval of potential termination benefits 24 Platinum Shareholders are asked to consider and, if thought fit, pass the following resolution as an ordinary resolution: That, for all purposes including sections 200B and 200E of the Corporations Act, until 31 October 2028, the giving of the benefits to any current Platinum Group employees as at the date of this Explanatory Memorandum who, at the time of termination of their employment, holds (or in the last three years prior to the time of termination of their employment, held) a managerial or executive office in Platinum or its Related Bodies Corporate (excluding any non-executive directors), as set out in the Explanatory Memorandum in connection with this Notice of Meeting, to which sections 200B and 200E of the Corporations Act apply, in connection with the person ceasing to hold that office be approved. For personal use only
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Resolution 9 - Approval of potential termination benefits 25 Source: Computershare. For personal use only
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EGM 22 September 2025: Merger of Platinum Asset Management and L1 Capital September 2025 Platinum Asset Management Limited ABN 13 050 064 287 26 For personal use only
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Disclaimer Information in this presentation References in this presentation to “Platinum” or “PTM” are to Platinum Asset Management Limited ABN 13 050 064 287, unless otherwise expressly stated. This presentation includes information prepared by Platinum Investment Management Limited ABN 25 063 565 006, AFSL 221935 and First Maven Pty Ltd (ACN 125 379 062) (“L1 Capital”). L1 Capital is responsible for all information in this presentation which relates to L1 Capital, and Platinum assumes no responsibility for the accuracy or completeness of any such information. Past performance and forward-looking Information Past performance and forward-looking statements are provided as a general guide only and should not be relied upon as an indication or guarantee of future performance or events. While the information in this presentation has been prepared in good faith and with reasonable care, no representation or warranty, express or implied, is made as to the accuracy, adequacy or reliability of any statements, estimates, opinions or other information contained in the presentation, and to the extent permitted by law, no liability is accepted by Platinum or any other Platinum Group company, L1 Capital or any other L1 Capital Group company, or any of their directors, officers or employees, for any loss or damage as a result of any reliance on this information. Readers are cautioned not to place undue reliance on the forward-looking statements, which are based only on information currently available to Platinum or L1 Capital (as applicable). Except as required by applicable laws or regulations, neither Platinum nor L1 Capital undertake to publicly update or revise the forward-looking statements or other statements in this presentation, whether as a result of new information or future events or circumstances. This presentation may contain forward looking statements. This presentation contains forward looking statements, including those associated with the Transaction. These statements relate to expectations, beliefs, intentions or strategies regarding the future. Forward looking statements may be identified by the use of words like ‘anticipate’, ‘believe’, ‘aim’, ‘estimate’, ‘expect’, ‘intend’, ‘may’, ‘plan’, ‘project’, ‘will’, ‘should’, ‘seek’ and similar expressions. Indications of, and guidance on, future earnings and financial position and performance are also forward-looking statements, as well as statements about market and industry trends, which are based on interpretations of current market conditions. They involve known and unknown risks, uncertainties, assumptions, contingencies and other factors, many of which are beyond the control of Platinum, L1 Capital and their related bodies corporate and affiliates and each of their respective directors, securityholders, officers, employees, partners, agents, advisers and management, and may involve significant elements of subjective judgement and assumptions as to future events that may or may not be correct. Forward-looking statements speak only as of the date of this presentation and there can be no assurance that actual outcomes will not differ materially. Past performance is not indicative of future performance. These forward-looking statements have been made based upon Platinum’s or L1 Capital’s (as applicable) expectations and beliefs concerning future developments and are subject to risks and uncertainty which are, in many instances, beyond Platinum’s or L1 Capital’s (as applicable) control. No assurance is given that future developments will be in accordance with Platinum’s or L1 Capital’s (as applicable) expectations. Actual outcomes could differ materially from those expected by Platinum or L1 Capital (as applicable). The market commentary reflects Platinum’s or L1 Capital’s (as applicable) views and beliefs at the time of preparation, which are subject to change without notice. Financial Data Investors should note that this presentation contains proforma historical financial information. Certain information in this Presentation (including financial information – whether audited, unaudited, historical or anticipated) has been sourced from L1 Capital and its associates. While steps have been taken to review that information, no representation or warranty, expressed or implied, is made as to its fairness, accuracy, correctness, completeness or adequacy. The proforma financial information provided in this presentation is for illustrative purposes only and is not represented as being indicative of Platinum’s, nor L1 Capital’s, nor anyone else’s, views on its future financial condition and / or performance. All dollar values are in Australian dollars ($) unless stated otherwise and figures, amounts, percentages, estimates, calculations of value and other fractions used in this presentation are subject to the effect of rounding. Accordingly, the actual calculation of these figures may differ from the figures set out in this presentation. 27 For personal use only
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Disclaimer No solicitation or investment advice Information in this presentation has been prepared for general information purposes only and without taking into account any recipient’s investment objectives, financial situation or particular circumstances (including financial and taxation position). The information in this presentation does not (and does not intend to) contain a recommendation or statement of opinion intended to be investment advice or to influence a decision to deal with any financial product nor does it constitute an offer, solicitation or commitment by Platinum. Disclaimer To the maximum extent permitted by law, Platinum and its related bodies corporate and each of its respective directors, officers, partners, employees, agents and advisers (together, the “Beneficiaries”) exclude and expressly disclaim all duty and liability (including for fault or negligence) for any expenses, losses, damages or costs incurred by you as a result of the information in this presentation being inaccurate or incomplete in any way for any reason. The Beneficiaries have not independently verified any of the information in this presentation and take no responsibility for any part of this presentation. You represent, warrant and agree that you have not relied on any statements made by the Beneficiaries and you further expressly disclaim that you are in a fiduciary relationship with any of them. Statements made in this presentation are made only as at the date of this presentation. The information in this presentation remains subject to change without notice. MSCI Disclaimer The MSCI information may not be reproduced or re-disseminated in any form and may not be used as a basis for or a component of any financial instruments or products or indices. None of the MSCI information is intended to constitute investment advice or a recommendation to make (or refrain from making) any kind of investment decision and may not be relied on as such. Historical data and analysis should not be taken as an indication or guarantee of any future performance analysis, forecast or prediction. The MSCI information is provided on an “as is” basis and the user of this information assumes the entire risk of any use made of this information. MSCI, each of its affiliates and each other person involved in or related to compiling, computing or creating any MSCI information (collectively, the “MSCI Parties”) expressly disclaims all warranties (including, without limitation, any warranties of originality, accuracy, completeness, timeliness, non-infringement, merchantability and fitness for a particular purpose) with respect to this information. Without limiting any of the foregoing, in no event shall any MSCI Party have any liability for any direct, indirect, special, incidental, punitive, consequential (including, without limitation, lost profits) or any other damages. (www.msci.com). Lonsec The ratings issued for L1 Capital Long Short Fund – Daily Class (October 2024), L1 Long Short Fund Limited (October 2024), L1 Capital Catalyst Fund (October 2024) and L1 Capital International (Unhedged) Active ETF (ETL1954AU and ASX:L1IF) (April 2025) are published by Lonsec Research Pty Ltd ABN 11 151 658 561 AFSL 421 445 (Lonsec). Ratings are general advice only and have been prepared without taking account of your objectives, financial situation or needs. Consider your personal circumstances, read the product disclosure statement and seek independent financial advice before investing. The rating is not a recommendation to purchase, sell or hold any product. Past performance information is not indicative of future performance. Ratings are subject to change without notice and Lonsec assumes no obligation to update. Lonsec uses objective criteria and receives a fee from the Fund Manager. Visit lonsec.com.au for ratings information and to access the full report. Copyright 2024 Lonsec. All rights reserved. Zenith The Zenith Investment Partners (ABN 27 103 132 672, AFS Licence 226872) (Zenith) ratings assigned to L1 Long Short Fund Limited (June 2025), L1 Capital Long Short Fund – Monthly Class (June 2025), L1 Capital Long Short Fund – Daily Class (June 2025), L1 Capital Catalyst Fund (June 2025), L1 Capital International (Unhedged) Active ETF L1 Capital International (Unhedged) Active ETF (ETL1954AU and ASX:L1IF) (November 2024) and L1 Capital International (Hedged) Active ETF (ETL3815AU and ASX:L1HI) (November 2024) referred to in this document are limited to General Advice (s766B Corporations Act 2001) for Wholesale clients only. This advice has been prepared without taking into account the objectives, financial situation or needs of any individual, including target markets of financial products, where applicable, and is subject to change at any time without prior notice. It is not a specific recommendation to purchase, sell or hold the relevant product(s). Investors should seek independent financial advice before making an investment decision and should consider the appropriateness of this advice in light of their own objectives, financial situation and needs. Investors should obtain a copy of and consider the PDS or offer document before making any decision and refer to the full Zenith Product Assessment available on the Zenith website. Past performance is not an indication of future performance. Zenith usually charges the product issuer, fund manager or related party to conduct Product Assessments. Full details regarding Zenith methodology, ratings definitions and regulatory compliance are available on our Product Assessments and at http://www.zenithpartners.com.au/RegulatoryGuidelines 28 For personal use only