Brickworks Limited (BKW) Earnings Call Transcript & Summary

Good morning, ladies and gentlemen. My name is Deborah Page, and I am the Chair of the Independent Board Committee of Brickworks. Today, we will be holding 2 consecutive meetings, both of which I am pleased to chair. Firstly, the Brickworks Share Scheme Meeting, which relates to the proposed combination of Brickworks and Washington. H. Soul Pattinson under a newly established ASX-listed company, Topco. And secondly, the general meeting, which relates to the grant of performance rights to the proposed Managing Director and CEO of Topco. Brickworks shareholders are today being asked to vote at both the Brickworks Share Scheme Meeting and the General Meeting. This is why you would have received 2 voting cards. during registration, the dark blue for the Brickworks Share Scheme and the red for the General Meeting. With the time now having just passed 9:00 a.m. and having been advised by Ms. Susan Leppinus, the Brickworks' Company Secretary and General Counsel, that a quorum is present, I declare the general meeting open. As set out in the Notice of General Meeting, I will now adjourn the general meeting until immediately following the conclusion of the Brickworks Share Scheme Meeting. As the General Meeting has been adjourned, I can now declare the Brickworks Share Scheme Meeting open. I am joined today by Brickworks Independent Board Committee as well as the members of Brickworks executive management team. Seated here with me today are independent directors, Malcolm Bundey, Robyn Stubbs and the honorable Joel Fitzgibbon. From the executive management team, we have Chief Executive Officer, Mark Ellenor; Chief Financial Officer, Grant Douglas; and our Company Secretary and General Counsel, Susan Leppinus. Also seated with us today are Robert Millner AO, the Chairman of Brickworks and Soul Patts; and Todd Barlow, a Director of Brickworks and the Managing Director and CEO of Soul Patts. As outlined in the combination booklet, having regard to their position as SOL Directors and their other interests in Soul Patts, Robert Millner and Todd Barlow are not members of the Independent Board Committee, and did not participate in Brickworks' consideration and negotiation of the terms of the proposed combination of Brickworks and Soul Patts. Fellow shareholders, today is a significant day in the history of Brickworks. At today's meeting, convened in accordance with the orders made by the Supreme Court of New South Wales on the 1st of August 2025, Brickworks shareholders are being asked to vote on a scheme of arrangement, which, if approved and subject to all other conditions precedent being met, would result in a combination of Brickworks and Soul Patts under a newly established ASX-listed company, which I will refer to as Topco. The proposed combination is expected to deliver value creation and growth opportunities for Brickworks shareholders through significantly increased scale and a simplified company structure by removing the Brickworks and Soul Patts cross-shareholding. The cross-shareholding between Brickworks and Soul Patts, which began in 1969 to diversify earnings, has been beneficial to both companies, accounting for consistent total shareholder returns. However, balancing the advantages and disadvantages associated with retaining the Cross shareholding, the Brickworks independent directors have concluded that the time is now right to proceed with the elimination of the cross shareholding and unanimously recommend Brickworks shareholders vote in favor of the Brickworks Share Scheme. The combination booklet, which was sent to Brickworks shareholders includes, among other things, an overview of the Brickworks Share Scheme and the key considerations relevant to each Brickworks shareholders' vote, including reasons to vote in favor of or against the Brickworks Share Scheme. It includes an independent expert's report, which concludes that the Brickworks Share Scheme is fair and reasonable and in the best interest of the shareholders of Brickworks in the absence of a superior proposal. The combination booklet also sets out the risks associated with the Brickworks Share Scheme, a summary of Australian tax implications and a notice convening today's meeting. The combination booklet, including its annexures will be taken as read. I remind everyone that this is a shareholders' meeting and only holders of Brickworks Shares Scheme (sic) [ Brickworks Share ] and their attorneys, proxies or authorized corporate representatives are entitled to vote and to speak. I would now like to say a few words about the Brickworks Share Scheme. Under the proposed combination, a newly established company, which is a subsidiary of Topco, will acquire all of the shares in Brickworks and all of the shares in Soul Patts, other than the Soul Patts shares that Brickworks already owns. In consideration for Topco shares that will be issued to Brickworks shareholders and Soul Patts shareholders by way of two separate and interconditional schemes of arrangement referred to as the share schemes. If both share schemes are approved and implemented, Brickworks shareholders other than ineligible foreign shareholders will receive 0.82 Topco shares for each Brickworks share held at the Brickworks Share Scheme record date, expected to be at 7:00 p.m. on Wednesday, the 17th of September. If you are an ineligible foreign shareholder, the Topco shares you would otherwise have been entitled to receive under the Brickworks Share Scheme will be issued to a sale agent who will sell those Topco shares on your behalf. You will then receive the net proceeds of the sale of those Topco shares in satisfaction of your entitlement to the Brickworks Share Scheme consideration. Based on the closing price of Soul Patts shares on the 9th of September, yesterday, of $44.30, the Brickworks Share Scheme consideration implies a value of $36.33 per Brickworks share and a market capitalization for the combined group of $16.9 billion. In addition, as part of the proposed combination, prior to implementation, Topco is expected to issue at least 34 million new Topco shares to raise approximately $1.4 billion from investors with the newly raised funds to ensure Topco has a well-capitalized balance sheet to fund growth as well as being used to pay down a significant portion of outstanding Brickworks debt and other liabilities, including Soul Patts' convertible bond and other -- and to also cover transaction costs, including stamp duty. On implementation of the share scheme, Brickworks Share Scheme shareholders will own approximately 19% of Topco. The Brickworks independent directors have identified various reasons why Brickworks shareholders may want to vote in favor of the Brickworks Share Scheme and various potential reasons why they may want to vote against the Brickworks Share Scheme. And various -- sorry, these reasons are set out in detail in Section 3 of the combination booklet and are also summarized on the current slides. Having considered all of the reasons for or against the Brickworks Share Scheme, your independent directors unanimously recommend that Brickworks shareholders vote in favor of the Brickworks Share Scheme. The Brickworks independent directors appointed Kroll Australia Proprietary Limited as the independent expert to assess the merits of the Brickworks Share Scheme. The independent expert has concluded that the Brickworks Share Scheme is fair and reasonable and in the best interest of Brickworks shareholders in the absence of a superior proposal. The independent expert has assessed the value of a Brickworks share on a controlling interest basis to be in the range of $30.25 to $34.26 per Brickworks share. The independent expert has also assessed the value of the Brickworks Share Scheme consideration to be in the range of $31.98 to $36.08 per Brickworks share. which overlaps with the independent experts assessed valuation range of Brickworks shares. The independent expert's full commentary, including the reasons why it reached these conclusions is contained in the independent expert's report, a copy of which is included in Annexure A of the combination booklet. The Brickworks independent directors unanimously recommend that you vote in favor of the Brickworks Share Scheme in the absence of a superior proposal and subject to the independent expert continuing to conclude that the Brickworks Share Scheme is in the best interest of Brickworks shareholders. Subject to those same qualifications, each Brickworks Independent Director as well as each other Brickworks Director intends to vote any Brickworks shares held or controlled by him or her as at the time of this meeting in favor of the Brickworks Share Scheme resolution. The Brickworks Independent Directors can also confirm that as at the time of this meeting, no superior proposal has emerged and the Brickworks independent directors are not aware of any superior proposal that is likely to emerge. The implementation of the Brickworks Share Scheme remains subject to the following conditions precedent: approval of the Brickworks Share Scheme at this meeting by the required majorities of Brickworks shareholders. Approval of the Soul Patts share scheme by the required majorities of Soul Patts shareholders at the Soul Patts Share Scheme meeting. That meeting will take place at 11:00 a.m. after this meeting. Approval of the share schemes by the Supreme Court of New South Wales at the respective Brickworks and Soul Patts court -- second court hearings, each being scheduled for Friday, the 12th of September. And none of the adverse material adverse changes, prescribed occurrences or material events detailed in the combination booklet having occurred to either Brickworks or Soul Patts. The Brickworks and Soul Patts -- sorry, the Brickworks Share Scheme is also subject to other conditions precedent, which are described in detail in the combination booklet. As at the time of today's meeting, the Brickworks Independent Directors are not aware of any circumstances which would cause any of the other outstanding conditions not to be satisfied or waived if applicable. If the Brickworks Share Scheme is approved by Brickworks shareholders today, the key events and the expected timing in relation to the approval and implementation of the Brickworks Share Scheme are set out in the timetable shown on the current slide. The second court hearing to approve the Brickworks Share Scheme is scheduled for this Friday, the 12th of September. If the Brickworks Share Scheme is approved by the court, lodgment of the court order with ASIC and the last trading day in Brickworks shares on the ASX is expected to occur on Monday, the 15th of September. Topco shares are expected to commence trading on the ASX on a deferred settlement basis from Tuesday, the 16th of September, being the day after Topco is expected to be admitted to the official list of the ASX. If the Brickworks Share Scheme is approved, it is expected to be implemented on Tuesday, the 23rd of September 2025. If the Brickworks Share Scheme is implemented and you are not an ineligible foreign shareholder, you will receive your Brickworks Share Scheme consideration on the day prior to the implementation date. If the outstanding conditions precedent, including Brickworks shareholder and court approval are not satisfied, the Brickworks Share Scheme will not proceed and Brickworks will continue to be listed on the ASX. We will now move to the formal business of this meeting. We have one item of business to be considered today, namely the Brickworks Share Scheme resolution as set out in the Notice of Brickworks Share Scheme Meeting, including at Annexure E of the combination booklet and shown on the current slide: that pursuant to and in accordance with Section 411 of the Corporations Act, the members agree to and approve the scheme of arrangement proposed between Brickworks Limited and the holders of its fully paid ordinary shares as contained and more particularly described in the combination booklet accompanying the notice convening this scheme meeting with or without any alterations or conditions agreed or any alterations or conditions required by the court; and b, the Board of Brickworks Limited is authorized to implement the BKW Share Scheme and any such alterations or conditions. For the Brickworks Share Scheme to be binding, in addition to the satisfaction or waiver of all other conditions precedent, the Brickworks Share Scheme resolution must be approved by the following required majorities of Brickworks shareholders. Unless the court orders otherwise, a majority in number, more than 50% of the BKW shareholders present and voting at the scheme meeting, whether in person or by proxy, attorney or in the case of corporate Brickworks shareholders by corporate representative, and secondly, at least 75% of the total number of votes cast on the resolution at the scheme meeting by Brickworks shareholders present and voting, whether in person or by proxy, attorney or in the case of corporate Brickworks shareholders by corporate representatives.

I would now like to open the meeting to questions in relation to the proposed Brickworks Share Scheme. I will address any questions received from Brickworks shareholders and their attorneys, proxies and authorized corporate representatives regarding the share scheme or the Brickworks Share Scheme resolution. Firstly, I will address any written questions that were submitted prior to this meeting. There were no questions submitted prior to the meeting. I will now move on to any questions from Brickworks shareholders and their attorneys, proxies and authorized corporate representatives who are in attendance today. Are there any questions from the floor? You're making my life very easy. We have a question? Thank you. We're just bringing your mic down to you, sir.

Thank you. Soul Patts is now trading at a pretty hefty premium to NAV. Does that imply that the merger ratio for Brickworks is a little bit light and that you're underpaying the minorities for the deal? And I've got a second question.

I think you're addressing that question to the Chairman and the CEO of Soul Patts. Todd, are you happy to answer that?

Well, I think the question was whether the merger ratio is appropriate for minorities. So I don't know that's one I should address.

All right. The independent directors are very satisfied that the ratio that we negotiated with Soul Patts is an appropriate ratio. And you had a second question?

Just an easy one. Why have you raised so much money at Topco? Like why the urgency to pay off the debt and retire the converts?

Once again, that's probably a question that -- I mean, as outlined in my presentation, the raising of the debt will do several things for Topco when it exists in its own right. It will pay down the debt in Brickworks, which has got to an elevated level. And so that will be good for the Brickworks business. And also paying down debt within Soul Patts in terms of the convertible notes. It will pay off all the transaction costs in relation to the combination, and it will leave additional liquidity on the Soul Patts balance sheet for it to fund growth and other investment opportunities. Any other questions? Have there been any questions come on the online platform, Susan?

Debbie, there's just one question from a shareholder, [ Peter Claro ] . I have both Brickworks and Soul Patts shares. Will I end up with 2 blocks of Topco shares? Or will my holdings be combined into 1 block of Topco shares?

Initially, you will get 2 allocations of Topco shares, but I would imagine that they will get combined in due course by the registry.

No further questions online.

Okay. Thank you. Are there any final questions before I close the question session? Thank you very much. I will now display on the current slide, the proxies for the Brickworks Share Scheme resolution received prior to this meeting. The valid proxy votes received in respect of the Brickworks Share Scheme resolution prior to this meeting were 45,833,616 votes in favor of the Brickworks Share Scheme resolution from 3,703 Brickworks shareholders, 1,820,026 undirected votes from 305 Brickworks shareholders, which I will vote as Chair in favor of the Brickworks Share Scheme resolution and 580,396 votes against the Brickworks Share Scheme resolution from 110 Brickworks shareholders. 50 Brickworks shareholders representing 107,078 votes who submitted valid proxies abstained from voting on the Brickworks Share Scheme resolution and are accordingly not counted when determining whether the Brickworks Share Scheme resolution has been approved by the requisite majorities of Brickworks shareholders. I now ask Brickworks shareholders to cast their vote in relation to the Brickworks Share Scheme resolution, if you have not already done so, as voting will be closing shortly. Please use the dark blue voting card. Representatives of Computershare are available in the room to collect your voting cards now. [Voting]

Would you please indicate by raising your hand if you require extra time to complete your blue voting paper? The final poll results will be released to the ASX and posted on Brickworks website when they are available, which is expected to be later today. I now declare the Brickworks Share Scheme Meeting closed, subject to the conduct and conclusion of the poll. We will now move on to the general meeting. With the closure of the Brickworks Share Scheme Meeting, the Brickworks General Meeting is no longer adjourned, and I will now recommence. As previously mentioned, at this general meeting, we will ask shareholders to approve the grant of performance rights to the proposed Managing Director and CEO of Topco, which is Todd Barlow. Topco will appoint a remuneration framework -- sorry, Topco will adopt a remuneration framework and rights plan for its executive KMPs that is consistent with that of Soul Patts with the proposed Topco rights plan taking effect on implementation of the share schemes. Following implementation, as set out in the Notice of General Meeting, it is proposed that Mr. Todd Barlow, the current Managing Director and CEO of Soul Patts, will be appointed the Managing Director and CEO of Topco. Brickworks shareholders' approval is being sought at this general meeting in relation to the proposed grant to Mr. Barlow of 121,884 performance rights under the Topco rights plan. Going forward, I will refer to this as the FY '26 LTI. If approved, the FY '26 LTI is expected to be granted to Mr. Barlow on or before the 31st of December 2025, and in any event, no later than 3 years after the date of this general meeting. Further details of the FY '26 LTI and the Topco rights plan are set out in the Notice of General Meeting, which you would have received prior to this general meeting. The reason you are being asked to vote on the grant of the FY '26 LTI today is because as a consequence of the proposed combination of Brickworks and Soul Patts, no public Annual General Meeting of Topco is expected to be held in 2025 if the combination is implemented. In addition, the first public Annual General Meeting of Topco is not expected to be held until November 2026. In light of this and in the context of the establishment of Topco as a newly listed entity, we wanted to give shareholders the opportunity to vote in relation to director incentive outcomes. Shareholder approval of the grant of the FY '26 LTI is conditional upon the share schemes becoming effective. However, the share schemes are not conditional upon the resolution being passed at this general meeting. The FY '26 LTI is also subject to approval by Soul Patts shareholders at their meeting. The Soul Patts Board considers that the proposed grant of the FY '26 LTI is appropriate. And with Mr. Barlow abstaining, has recommended that Soul Patts' shareholders vote in favor of the resolution. Having considered and assessed the recommendation of Soul Patts' directors in respect of the corresponding resolution being proposed to Soul Patts' shareholders, the Brickworks Independent Board Committee unanimously recommends that Brickworks shareholders vote in favor of the resolution. We will now move to the formal business of this meeting. We have one item of business to be considered today, namely the resolution as set out in the Notice of General Meeting and shown on the current slide. Subject to and conditional upon the Brickworks Share Scheme becoming effective to approve for the purposes of Listing Rule 10.14, if applicable and all other purposes, the grant to the proposed Managing Director and CEO of First Services Company Limited, Mr. Todd Barlow, of 121,884 performance rights over the ordinary shares in Topco under the Topco rights plan on the terms set out in the explanatory notes to this Notice of Meeting. For the resolution to be binding, the resolution must be approved by a simple majority, being more than 50% of votes cast by Brickworks shareholders entitled to vote on the resolution. I would now like to open the meeting to questions in relation to the proposed resolution. I will address any questions received from Brickworks shareholders and their attorneys, proxies and corporate representatives regarding the resolution. Firstly, I will address any written questions that were submitted prior to the meeting. Thank you. I will now move on to any questions from Brickworks shareholders and their attorneys, proxies and corporate representatives who are in attendance today. Are there any questions from the floor? If there are no questions from the floor, are there any questions from the online platform?

No questions online.

Thank you. Are there any final questions before I close this section? Thank you. I will now display on the current slide, the proxies for the resolution received prior to this meeting. The valid proxy votes received in respect of the resolution prior to this meeting were 102,702,587 votes in favor of the resolution from 928 Brickworks shareholders, 1,374,543 undirected votes from 169 Brickworks shareholders, which I will vote as Chair in favor of the resolution and 737,307 votes against the resolution from 227 Brickworks shareholders. 93 Brickworks shareholders representing 258,678 votes who submitted valid proxies abstained from voting on the resolution and are accordingly not counted when determining whether the resolution has been approved by Brickworks shareholders. I now ask Brickworks shareholders to cast their vote in relation to the resolution if you have not already done so, as voting will be closing shortly. Please use the red voting card. Representatives of Computershare are available in the room to collect your voting cards. [Voting]

Would you please indicate by raising your hand if you require more time to complete your voting paper? Thank you. The final poll results will be released to the ASX and posted on Brickworks website when they are available, expected to be later today. As this is proposed to be the last general meeting of Brickworks as a listed company, before I close the meeting, I will now hand over to Robert Millner, the long-standing Chairman of Brickworks and Soul Patts and the proposed Chairman of Topco to say a few words.

Well, good morning all, and thanks for coming out in this do or die. Thanks, Deb. I'm extremely proud to be part of this historic day, and it's wonderful to have so many of you shareholders present. Brickworks and Soul Patts cross-sharing has been in place for 56 years, and it's been very unique. It promoted long-term decision-making, free from short-term market pressures, achieved diversified earnings and importantly, created significant long-term value for you as shareholders. While the cross-shareholding has served an important purpose over the years, both companies have evolved significantly since the cross-shareholding was put in place in 1969. And the time is right to combine Brickworks and Soul Patts under one investment company, creating a leading $16.9 billion ASX-listed company, and that will put Soul Pattinson in the top 40 companies within Australia. As you have heard this morning, bringing Brickworks and Soul Patts together and removing the cross-shareholding result in a business with a simplified, well-capitalized balance sheet and significantly increased scale, putting an even stronger position to deliver enduring value for all new shareholders. I would like to thank Deb for her leadership of the Independent Committee and managing the complexities of this transaction. As you all no doubt, and I'm sure every one of you in this room has read line for line that magnificent scheme booklet. And the other members of the Independent Board, Malcolm, Robyn and Joel. Thank you very much for your support. I would like to thank our shareholders for trusting us with your money. We are passionate about growing the wealth of our shareholders, and this is something we intend to continue doing for many more years to come. Finally, I would like to take this opportunity to thank our people. I've been Chairman of Brickworks for 26 years. And I said before, without good people, you don't have any side of business, and this has led to success and enjoyment. I'm very grateful to them, including members of our executive team and all employees right across the business. Thank you so much. Now as you've heard, there will be no AGM this year, but Soul Pattinson will be doing shareholder roadshows. We're doing one in Sydney on the 7th of October. At 4:00 p.m., you will all get notification as new Soul Patts shareholders. And then we were doing one on the 8th and the 9th in Melbourne and Brisbane. So again, thank you all and to the staff -- some of the staff that are here today, this company wouldn't have grown without your support. So thanks all.

Thanks, Rob. I would like to take this opportunity to thank all our shareholders who have invested in Brickworks over the years, and we thank you for your support. I now declare the Brickworks General Meeting closed, subject to the conduct and conclusion of the poll. Thank you.