In an ASX statement issued late Thursday, Platinum Capital Limited confirmed that it has received an unsolicited, confidential, non-binding, indicative proposal from Wilson Asset Management regarding the management of the Platinum Capital portfolio.
Under the proposal, Wilson Asset Management would replace Platinum Investment Management Limited as the investment manager of Platinum Capital’s investment portfolio. The existing management agreement with Platinum Investment Management would be terminated and a new management agreement with Wilson Asset Management would be established.
Wilson Asset Management said that under the proposed agreement, it would manage the company’s investment portfolio using the same investment strategy it employs for WAM Global Limited.
The strategy for WAM Global Limited uses research-driven and market investment processes, with the investment strategy of the company to have a focus on mid, large and mega-cap companies in global markets.
The management fee and performance fee of the company under the new management agreement would be the same as the existing agreement with Platinum. Wilson Asset Management said it would also honour the recoupment of the aggregate underperformance of the Platinum Capital in relation to the performance fee calculation.
In its statement, Platinum Capital said there was no certainty that the indicative proposal from Wilson Asset Management would result in a binding transaction.
"Any change to the company’s investment manager would be subject to shareholder approval," it said.
Last month, L1 Capital and Platinum Asset Management announced binding merger terms for a merger between the two companies.
This followed a previous takeover bid by Regal Partners that made a non-binding, indicative proposal to acquire Platinum in mid-September, which was later withdrawn at the end of the year.
The merger with L1 Capital has been in the spotlight again this week after shareholders voted on a proposal by L1 Capital to convert a listed investment company run by Platinum Asset Management into a global long-short vehicle. Shareholders voted in favour of the proposal in an annual general meeting this week.
ASIC also revealed on Wednesday that former investment manager from Sublime Funds Management, Rodney Forrest, had been charged with insider trading in relation to a potential takeover of Platinum Asset Management.
Forrest was charged with trading and procuring others to trade Platinum shares in August and September 2024 while in possession of insider information relating to a takeover offer. ASIC alleges he acquired around $2.6 million of Platinum shares while in possession of the inside information.
ASIC did not specify which company was involved in the takeover.
Platinum Capital said it is currently taking steps to call the extraordinary general meeting requested by L1 Capital under s249D of the Corporations Act 2001.
The company received three director nominations from Wilson Asset Management for three director candidates, including Richard Caldwell, Julian Martin and Geoff Wilson.
In accordance with Listing Rule 14.3 and the company’s constitution, the company is required to accept these nominations and put each of the director candidates forward for election at the general meeting to be convened in response to L1 Capital’s s249D notice.
The board will keep the market informed in accordance with its continuous disclosure obligations, Platinum Capital said.
