Perpetual Limited (ASX:PPT)
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Apr 28, 2026, 1:19 PM AEST
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Investor Update

May 8, 2024

Operator

Good day, and thank you for standing by. Welcome to Perpetual Investor Briefing. At this time, all participants are in a listen-only mode. After the speakers' presentation, there will be a question-and-answer session. To ask a question during the session, you'll need to press star one one on your telephone. You will then hear an automated message advising your hand is raised. To withdraw your question, please press star one one again. Please be advised that today's conference is being recorded. I would now like to hand the conference over to your first speaker today, Susie Reinhardt, Head of Investor Relations. Please go ahead.

Susie Reinhardt
Head of Investor Relations, Perpetual

Thank you. Good morning, everyone, and welcome to our investor briefing today, where we will talk through the investor presentation released this morning regarding the outcomes of the strategic review, and answer any questions you may have. Here to present the review outcomes are Rob Adams, Perpetual CEO and Managing Director, our chairman, Tony D'Aloisio, and our CFO, Chris Green. Before we begin today, we would like to acknowledge the traditional owners and custodians of the land on which we present from today here in Sydney, the Gadigal people of the Eora Nation, and recognize their continuing connection to land, waters, and community. We pay our respects to Australia's First Peoples and to their elders, past and present. We would also like to extend our respect and welcome to any Aboriginal or Torres Strait Islander people who are listening in today, and acknowledge the traditional own...

Custodians of the various lands on which you all work today. As mentioned, there will be an opportunity to ask questions at the end of the presentation by pressing star one one on your phone. Please, can we ask that we start with two questions each to ensure we have time for all analysts keen to ask questions? Before I hand over to Rob, we would like to draw your attention to the disclaimer on page two of the presentation. Rob, over to you.

Rob Adams
CEO and Managing Director, Perpetual

Thanks, Susie, and good morning, everybody. Thanks for joining us on this call. Today, we announce the outcomes of the strategic review that we announced back in December of last year, following what has been a very comprehensive process to explore the potential benefits of separating our Perpetual Group businesses and creating a standalone asset management business. The board has determined that separating Perpetual's three businesses will deliver strong value for our shareholders. As a result of the review, Perpetual will de-merge and will become a leaner, ASX-listed, pure-play, global multi-boutique asset management business with scale, diversification, and a strong balance sheet.

The corporate trust and wealth management divisions will be acquired by KKR for a cash consideration of AUD 2.175 billion via a scheme of arrangement, which represents an attractive valuation of both businesses of 13.7x EBITDA and 16.3x EBIT, based on the last 12 months' reported earnings. We believe this is a positive outcome for shareholders, for our clients and employees, as the culmination of, as I said, a complex and very thorough review process. The Board of Perpetual unanimously recommends that Perpetual shareholders vote in favor of the scheme of arrangement, which we expect to occur in February 2025, following the satisfaction of conditions. I'll now hand over to our Chairman, Tony D'Aloisio, to talk through the background of the strategic review. Tony?

Tony D'Aloisio
Chairman, Perpetual

Thanks, Rob, and good morning, everyone. Just to pick up Rob's last point, from the board's perspective, I think I'll... As this slide shows, I'll just make four key points. The first is, this has been a very comprehensive and well-flagged process over the past five months. It's been robust, disciplined, and given us the confidence that we have an offer for shareholder vote. We have the best offer for shareholder vote. We're pleased that we have a proposal which is superior to alternatives in terms of price and deliverability. The cash offer provides a dual benefit of a cash return to our shareholders immediately on the completion of the transaction, and it provides them with continued ownership of an asset management business, which is much better positioned, for example, be de-leveraged to improve performance.

And it removes that conglomerate discount, which our shareholders have urged us to look at over time. From the board's perspective in the unanimous recommendation to shareholders, they are the four key points. I'll now hand back to Rob, and then to Chris, to go through a lot more of the detail in what's before you.

Rob Adams
CEO and Managing Director, Perpetual

Thanks, thanks, Tony. With over AUD 225 billion in assets under management across all key regions, covering all key markets and key channels, following the transaction, shareholders will own a more streamlined and debt-free global asset management business. As I'm sure everybody knows, this business has seven unique brands across, the seven boutiques that we operate, and within each boutique, we have highly experienced, world-class investment professionals, who, in combination, manage more than 100 different strategies, many of them global strategies, many of them relevant across markets. Our asset management business has a distribution team that covers all of those key markets and each channel globally.

Importantly, the standalone business will be a debt-free organization, as Tony said, and it will be, as I mentioned before, a leaner organization because it will be a monoline business focused on one thing and one thing only, and that's asset management. Turning to the next slide, it's been a journey over the last five years for Perpetual, and our asset management business today is entirely different to the business that existed when I started in this role back in 2018. Back in 2018, Perpetual's asset management business was an Australian-only business, managing Australian assets for Australian clients. With around AUD 30 billion in assets under management, and as asset allocators in Australia increasingly were allocating more and more of their clients' monies, whether it be retail or institutional, outside of Australia, we were therefore becoming increasingly less relevant.

Our strategy at the time was to grow and to diversify our asset management business footprint, to add global investment capabilities, to build scale, and to build the diversity of our earnings streams and potential sources of growth in the future, to basically put the business on a stronger footing over the longer term. So we set about utilizing our balance sheet appropriately, and we acquired the businesses of Trillium, Barrow Hanley, and more recently, Pendal, to create what we have today, which is a truly global multi-boutique asset management operation. As I said, with high-quality investment teams, managed by teams with deep experience, who are highly respected in their respective categories, supported by a global distribution team. And those teams, you've seen this slide before, that show the capacity that we now have for future growth.

So from our existing capabilities today, we have over AUD 1 trillion in potential capacity for growth. With the acquisition of Pendal obviously was fundamental in getting us, you know, to this point. So I think, yeah, it's important to reflect on that journey of being a domestic asset management business only to now being a truly global firm with global reach and global relevance to a global client base. I'll now hand over to Chris to talk through the transaction structure.

Chris Green
CFO, Perpetual

Thanks, Rob. Look, as we've covered, following this transaction, Perpetual shareholders will become shareholders in a standalone asset management business, and Corporate Trust and Wealth Management will be acquired by KKR via a scheme of arrangement. The proceeds that will be returned to shareholders will be net of the debt repayment, separation and transaction costs, as well as other customary, you know, business, business-specific net debt costs. We've worked through that, but there'll be further work required to get through the detail, and therefore, we expect to be able to communicate the estimated cash return per share at our FY 2024 results. Importantly, shareholders will have the opportunity to vote on the transaction, and we expect a scheme booklet to be released to shareholders late this calendar year, with a scheme meeting and completion expected in February next year.

Going to the next slide, we've detailed some of the key terms of the scheme implementation deed with our shareholders. The acquisition price of AUD 2.175 billion represents 16.3x LTM EBIT and 13.7x LTM EBITDA, realizing significant value for Perpetual shareholders and comparing strongly to recent broker valuations. Completion will be subject to certain conditions, including regulatory approvals, an independent expert report confirming it's in the best interest of shareholders, shareholder approval, court approval, and certain material adverse change in other customary conditions. In terms of the transition, the Perpetual brand will transfer to KKR as part of the transaction. Importantly, we've entered into a brand licensing agreement with KKR for the Perpetual Australian Equities teams to continue to use the Perpetual brand for a period of up to seven years.

The ASX-listed parent Perpetual brand will rebrand as we move forward to become that new focused, multi-boutique asset management business that we've talked about, and we expect that rebranding to occur by December 2025. A transitional services agreement is being agreed for a period of 18 months post-completion, with the option of two, six-month extensions. This is expected to provide sufficient time to deal with a material proportion of stranded costs. An estimate of those stranded costs will be included, in the scheme booklet. I should say that while we are talking about a scheme meeting in February and completion in February, we may well be able to have that scheme meeting earlier in January, if we can.

On that front, in terms of the timetable, along with our FY 2024 results, we expect to provide shareholders with more detail on the estimated cash proceeds from the transaction. Following our AGM in October, we expect the scheme booklet to be sent to our shareholders and targeting that scheme meeting for January 25, if we can, with completion in February. With that, I'll hand back to Tony.

Tony D'Aloisio
Chairman, Perpetual

Thanks, Chris. Just by, by way of summary, before we open it up to questions, I think as that slide shows, this is a compelling offer for wealth management and corporate trust. It provides a unique ASX-listed asset management business, and as we've said, it unlocks value for shareholders in terms of both the cash proceeds and the continued ownership in the asset management business, which is better positioned to improve performance in the medium to long term. And finally, a comment on the executive and the board. The executive and the board will focus on implementation in the coming months. We've taken the step of appointing Greg Cooper as the deputy chair to assist the board with the asset management business.

As I've said, that remains our focus, as well as successfully implementing and completing the transaction.

... Rob, Rob Adams, Perpetual's Group CEO and Managing Director, has decided to retire on completion. As I say in the ASX release, the board is extremely appreciative of Rob's contribution to this group over the last six years. The deputy head, just appointed deputy chair, will head the committee that will recruit the CEO for asset management. So we have, before you, a very significant announcement for Perpetual, significant changes for the business, and the board feels very confident that this is the right transaction, and our efforts will move to completion as soon as we can, given the complexity of the transaction itself. And with that, I'll hand back to Susie, and we'll open it up to questions.

Susie Reinhardt
Head of Investor Relations, Perpetual

Thanks, Tony. Thanks. Can we hand over to the moderator for questions, please?

Operator

Thank you, Susie. We will now conduct the question-and-answer session. Please have two questions per person. If you have more questions, please re-queue. As a reminder, to ask a question, please press star one one on your telephone and wait for your name to be announced. To withdraw your question, please press star one one again. Please stand by as we compile the Q&A roster. Our first question comes from Kieran of Jardine. Please go ahead.

Kieran Chidgey
Head of Financial Research, Jarden

Morning, guys. Kieran from Jarden. First question, just in terms of the outcome here, you've broadly stated you believe this is a superior outcome for shareholders relative to other alternatives. How are you able to conclude that's the case without being able to quantify net proceeds for shareholders at this point?

Tony D'Aloisio
Chairman, Perpetual

Who wants to take that? I think in terms of what we've said in relation to net proceeds, we'll outline to shareholders in the August meeting what that is. We've analyzed the offer clearly against other offers that have come in and against other valuation metrics that we've used. And the benefit to shareholders, as I said, is in two: is in relation to the capital return that we've talked about, which we'll quantify and advise shareholders before they vote. But secondly, and importantly, the strengthening of the asset management business in terms of how it will be positioned and perform is another important part of what the interest, a Perpetual shareholder's interest is in Perpetual.

In terms of the numbers themselves, as I say, that will be a matter that we will be much clearer on, and I'll ask Chris to perhaps speak a bit more about that.

Chris Green
CFO, Perpetual

The only thing I'd add there, Kieran, is while we aren't in a position yet to share with the market what those cash proceeds on a net basis are, we have done sufficient work to give the board the information they need to have determined that this is a very strong proposal, after having had a very thorough process and after having reviewed a variety of different options for the portfolio. So, we're very comfortable the board has had the information it needs to make that determination.

Rob Adams
CEO and Managing Director, Perpetual

Yeah, I might, it's Rob here, I might just sort of add to that. In terms of the process itself, it was an extremely thorough process. It looked at all, you know, possible options. Yeah, as you know, these businesses are high-quality businesses, unique businesses, and the interest level was extremely high, both domestically and globally. And, you know, through the assessment of the approaches and the participation of a variety of different high-quality organizations, it enabled us to compare those, the board, to compare those options and to arrive at the best conclusion.

Tony D'Aloisio
Chairman, Perpetual

Thank you.

Kieran Chidgey
Head of Financial Research, Jarden

Can you just, sort of just following up on that, unpack or sort of segment what the, those key separation transaction costs are, even if you're not going to quantify them at this point, but just confirm whether or not there is a material tax liability here, given the cost base of corporate trust business in particular? Yeah, is that the main issue, and sort of what would be the maximum tax liability that could unfold here?

Chris Green
CFO, Perpetual

Kieran, the tax treatment for shareholders and the transaction will be set out in detail in the scheme booklet when it goes out. We will be seeking a class ruling from the ATO that will be issued to shareholders after the implementation and also a private ruling for Perpetual itself. As it relates to the costs that will be relevant as we get to net proceeds, we obviously have the transaction costs themselves associated with executing the transaction and the advice associated with that. We have separation costs that'll...

Keep in mind here that we are having two businesses separate from the group to KKR, and the costs associated with setting those businesses up to deliver to KKR on completion will be relevant. We also have, you know, there'll be net debt adjustments, as you'd imagine in a sale process like this, to make sure that balance sheet, working capital, et cetera, are set up appropriately. But we're very comfortable on the separation and transaction costs, that given the nature of the separations that we're doing, that we are spending an appropriate amount of money on setting these businesses up and delivering them to KKR.

Of course, I should say as well that we will be paying down our debt facility, which at 30 April was about AUD 770 million as well.

Kieran Chidgey
Head of Financial Research, Jarden

All right, thank you.

Operator

Thank you. Just a moment for our next question, please. Next, we have Brendan, Brendan Carrig from Macquarie. Please go ahead.

Brendan Carrig
Associate Director and Senior Equity Research Analyst, Macquarie Group

Good morning, Brendan Carrig from Macquarie here. Just a question, maybe, Chris, for you, on the stranded costs. So at a group level, corporate costs sort of sitting at AUD 20 million- AUD 25 million in the corporate division. So, have you given any sort of estimates as to what that number might be, and potentially what you could bring that down?

Chris Green
CFO, Perpetual

Yeah.

Brendan Carrig
Associate Director and Senior Equity Research Analyst, Macquarie Group

After reallocating and potentially removing corporate costs?

Chris Green
CFO, Perpetual

Yeah. Hi, Brendan. Not today. We've done some work on that and are continuing to do the detailed work ahead of results, so we can give you an estimation of that. We take some comfort from the fact that we have an 18-month TSA that may extend for six months or 12 months. That period will allow us to appropriately manage, you know, the stranded cost profile down. I'd also make the point that in terms of those corporate functions that sit in group today, a number of people in those functions will be moving across to the wealth business and/or the corporate trust business. So as part of setting those businesses up, they'll...

I think you'll recall from our half-year results, that the process of devolving corporate functions to the divisions had already commenced. And so things like finance and some of the other corporate functions already reside in corporate trust and wealth. But, for areas such as risk and compliance, operations and technology, P&C and other elements of group finance, there will be a movement of resources across to those businesses. That will still leave a rump of stranded costs. And as I say, the TSA period, as we work through transitioning the remaining elements of the business to KKR, will allow us to manage those stranded costs out in an organized way.

Brendan Carrig
Associate Director and Senior Equity Research Analyst, Macquarie Group

Yeah, that's clear. And then the second one, just on the brand licensing agreement to retain the name for the asset management business. Is this a material cost? So I guess the flip side of the stranded cost is cost that gets embedded into the business or probably, no, or it doesn't really move down too much.

Rob Adams
CEO and Managing Director, Perpetual

Hey, Brendan, Rob here. Your line's breaking up a bit, mate, but I think I've got the thrust of what-

Brendan Carrig
Associate Director and Senior Equity Research Analyst, Macquarie Group

Just on the stranded-

Rob Adams
CEO and Managing Director, Perpetual

Yeah.

Brendan Carrig
Associate Director and Senior Equity Research Analyst, Macquarie Group

On the, yeah, on the-

Rob Adams
CEO and Managing Director, Perpetual

On the brand.

Brendan Carrig
Associate Director and Senior Equity Research Analyst, Macquarie Group

the brand licensing cost.

Rob Adams
CEO and Managing Director, Perpetual

Yeah, yeah, yeah. It's no cost for the first five years, and then it'll be a market-based licensing fee for the sixth and seventh year if we determine we want to use it.

Brendan Carrig
Associate Director and Senior Equity Research Analyst, Macquarie Group

That's great. Thank you.

Rob Adams
CEO and Managing Director, Perpetual

No worries.

Operator

Thank you. Our next question comes from Nigel Pittaway from Citi. Please go ahead. I beg your pardon. Our next question comes from Lafitani Sotiriou from MST Financial. Please go ahead.

Lafitani Sotiriou
Head of Financials and Fintech, MST Financial

Good morning, guys. I, I'm not sure if this is a joke, but are you guys here to tell us today to trust you with this deal and not provide a bunch of key information? But frankly, sorry, the market did trust you with the Pendal deal, and we saw how that worked out. So in case you're wondering, we don't trust you. So can you tell us what estimates were provided to the board for the separation costs, the tax bill, and the stranded group cost, which is key deal information, so that the market is fully informed on what this looks like? Because you've clearly got a number. You've done some estimates. You've provided it to the board. Can you tell us what that number is?

Chris Green
CFO, Perpetual

Laf, we've talked in the presentation about providing information on or before our results in August. Until we've done more detailed work, we wanna make sure that we've got those numbers right before talking to the market.

Lafitani Sotiriou
Head of Financials and Fintech, MST Financial

But how can you be recommending a deal that you haven't even done the detailed work? There's got to be something sitting behind it. Like, this is a joke, right? Like, you come out to the market saying: We think this is the best deal on the table, but you can't even tell us what it is.

Chris Green
CFO, Perpetual

Well-

Lafitani Sotiriou
Head of Financials and Fintech, MST Financial

This is a big key information. It is actually a joke.

Tony D'Aloisio
Chairman, Perpetual

Well, thank you for the question. I mean, I think the issue here is it's quite clear what the headline number is, and you calculate off that. The issues of the additional costs themselves-

Lafitani Sotiriou
Head of Financials and Fintech, MST Financial

Yeah, we calculate off that, but we can't... What are we calculating?

Tony D'Aloisio
Chairman, Perpetual

Well, we're saying-

Lafitani Sotiriou
Head of Financials and Fintech, MST Financial

How much is the tax bill? What is the separation cost? These are one-on-one for deals that are announced, and what is the stranded group cost? This isn't a big ask. You, you're actually at risk of not having a fully informed market. Your shares are trading, and you've got three key bits of information in relation to this transaction that you're not prepared to give to the market.

Tony D'Aloisio
Chairman, Perpetual

At this point, we're not in a position to do that, but we will do that as quickly as we can.

Lafitani Sotiriou
Head of Financials and Fintech, MST Financial

But going back to Kieran's point, how could you then, how can you guys then be endorsing this transaction? Like, how, how can it be both sides? You're either, you're not confident enough on the numbers to tell us, but you're confident enough to tell us that this is a good transaction. Like, is that a joke?... Are you serious?

Tony D'Aloisio
Chairman, Perpetual

This is not a joke, and it is a serious proposal and recommendation, and we're at the first stage of providing-

Lafitani Sotiriou
Head of Financials and Fintech, MST Financial

Well, it definitely isn't because you haven't given us the key information, right? So you clearly... This isn't a good deal because you're clearly hiding some key information on it.

Tony D'Aloisio
Chairman, Perpetual

Uh-

Lafitani Sotiriou
Head of Financials and Fintech, MST Financial

Anyway, let me move to my second question. So you're selling the Perpetual brand, which is new. This is not what the other deal is looking at. Can you tell us how much you value the Perpetual brand as in order to sell it? Can they compete? So at some stage, can KKR have equivalent products using the Perpetual brand? And what is the minimum time that they can actually, if they sell, I guess they onsell it, what is the minimum amount of time that the Perpetual funds management business can hold that brand for?

Rob Adams
CEO and Managing Director, Perpetual

Laf, it's Rob here. As I mentioned before, for the Australian Equities team, we have, you know, use of that brand for a seven-year period or up to a seven-year period. The KKR is precluded from offering any form of similar public offer funds or institutional investment services in active Australian equities for that period. So, yeah, that important team and that important set of capabilities has that protection for that period of time, which includes if in an event of a change of control as well.

Operator

Thank you. Just a moment for our next question, please. Next question, we have Andrei Stadnik from MS. Please go ahead.

Andrei Stadnik
Managing Director and Lead Analyst, Morgan Stanley

Good morning. Can I ask this question around what really, Rob, the opportunity for success? You know, what kind of timeframe are you thinking? Also, what also, you know, what sort of briefing or sort of qualities are you looking for with successful investments moving?

Rob Adams
CEO and Managing Director, Perpetual

Sorry, Andre, your line was breaking up really badly there. I really couldn't get the question, I'm afraid. Opportunities of success, was that in asset management or... Sorry, I really couldn't get the question. Sorry. Maybe try again.

Andrei Stadnik
Managing Director and Lead Analyst, Morgan Stanley

I'll try again. Is that clearer?

Rob Adams
CEO and Managing Director, Perpetual

That's a bit better.

Andrei Stadnik
Managing Director and Lead Analyst, Morgan Stanley

Okay. So, can I just ask, Rob, you know, your successor, you see,

Tony D'Aloisio
Chairman, Perpetual

Sorry, Andre. We just can't-

Andrei Stadnik
Managing Director and Lead Analyst, Morgan Stanley

I think-

Tony D'Aloisio
Chairman, Perpetual

It's, it's not working. I'm sorry.

Rob Adams
CEO and Managing Director, Perpetual

We can't hear you. Sorry, mate. It's breaking up.

Tony D'Aloisio
Chairman, Perpetual

We'll go, we'll go to the next question and come back.

Rob Adams
CEO and Managing Director, Perpetual

Maybe redial in, Andre.

Tony D'Aloisio
Chairman, Perpetual

Yeah.

Operator

Thank you. Just a moment for our next question, please. Next question we have Siddharth Parameswaran from JP Morgan. Please go ahead.

Siddharth Parameswaran
Executive Director and Lead Analyst, JPMorgan

Can I just ask two questions? Can you clarify what the cost base of the wealth management and corporate trust businesses are for tax purposes?

Chris Green
CFO, Perpetual

We, we have, we haven't disclosed that publicly, and, and we're not disclosing that today.

Siddharth Parameswaran
Executive Director and Lead Analyst, JPMorgan

Okay. So just to ask, in your financial accounts, it looks... In your segment splits, it looks like it's around AUD 500 million. Is that a reasonable number, or is that not a reasonable number?

Chris Green
CFO, Perpetual

It looks like it. There are obviously two businesses that are older businesses that have grown organically over time, and with little in the way of acquisitions that have come through on that cost base. So, yeah... That's what we'd be saying about this. And I think we've talked about that in the past, that they do have relatively low cost bases as a result of that long history of organic growth.

Rob Adams
CEO and Managing Director, Perpetual

Yeah, and I might add, I guess that, you know, the transactions in the, say, the last 10 years or so, say, in corporate trust, there was Trustco, more recently, Laminar Capital and [RFI] before that, and in the wealth management business, you know, Fordham some time ago, and again, more recently, Priority Life and Jacaranda.

Siddharth Parameswaran
Executive Director and Lead Analyst, JPMorgan

Yeah. Okay. Can I just ask, in terms of real assets, like cash or financial assets, what actually goes across in your sale?

Chris Green
CFO, Perpetual

In terms of real assets, what we're really... You know, we're delivering a business with the client contracts. They are obviously acquiring the brand as well. And in terms of the balance sheet, there will be things like, you know, adjustments for leave liability, for leases, reg capital, et cetera. But broadly, you know, they're acquiring a business with very long-term and loyal client bases and the contracts associated with that.

Siddharth Parameswaran
Executive Director and Lead Analyst, JPMorgan

There's no regulatory capital or anything in either business?

Chris Green
CFO, Perpetual

Yeah, there is regulatory capital. And Sid, you'll be aware that we, apart from very small amounts, manage that regulatory capital via bank guarantees. And it's likely that KKR will do the same. So it won't be cash, it'll be bank guarantees.

Siddharth Parameswaran
Executive Director and Lead Analyst, JPMorgan

Okay. Oh, I see. Okay. Thank you. Okay, I think I've used my two questions. Thank you.

Operator

Thank you. Just a moment for our next question. Next question, we have Kieran Chidgey from Jarden. Please go ahead.

Kieran Chidgey
Head of Financial Research, Jarden

Thanks, guys. Just a follow-up question on the method in which you expect to distribute net proceeds to shareholders once the deal is complete?

Chris Green
CFO, Perpetual

Hi, Kieran. Yeah, I mean, an important element of the structure that we've put in place is, you know, it's fulfilling a couple of important functions. One is ensuring continuity and retention of value in the asset management business and setting it up for success going forward. And the other element, a very important element, is that via the scheme, our shareholders get to not only vote in favor of the transaction or not, but the structure provides that they sell their shares in the holding company of Wealth and Trust to KKR, and proceeds from that sale will go directly to shareholders and not via Perpetual.

We think that's an important element that gives shareholders not only control in terms of the scheme vote, but also gets the cash proceeds directly into their hands via the sale of their shares to KKR.

Kieran Chidgey
Head of Financial Research, Jarden

Okay, Chris, and that's meant to—that'll take place shortly after February 25. Is that current expectation?

Chris Green
CFO, Perpetual

Yeah, current expectation is that all occurs on implementation.

Kieran Chidgey
Head of Financial Research, Jarden

Or in February?

Chris Green
CFO, Perpetual

On implementation in February. That's correct.

Kieran Chidgey
Head of Financial Research, Jarden

Okay. All right. Okay. Thank you.

Operator

Thank you. Our next question comes from Tony Mitchell, from Shaw and Partners. Please go ahead.

Tony Mitchell
Senior Investment Adviser, Shaw and Partners

Thank you. I just want to reiterate support for the comments of Laf from MST. I just can't for the life of me figure out how you can recommend a transaction where the basic fundamentals are not known. I mean, you must be able to give us some idea of the tax. I mean, how can anyone assess this if you don't have the basic information? I just can't believe it. Anyway, that's one point. The second point is that during this whole process where you have to work out everything, is it possible for other players to come in and bid for either the Australian operations of Perpetual Asset Management and also the overseas fund management operations in America?

Tony D'Aloisio
Chairman, Perpetual

I'll take the second question first. The position is we've done a deal with KKR, which we're submitting to our shareholders for approval. We're committed to delivering that deal. I think as you see, the scheme implementation deed will have normal provisions, and there will be a normal provision in relation to a fiduciary carve-out for the whole company. I just suggest that people read the SID. But basically, our position is that we are selling these two businesses. It's the best deal we've been able to do, and we're repositioning the asset management business to succeed on a net-debt-free basis. What the market does and how it interprets those things is a matter for the market.

On the issue of further information, we will, of course, provide further information to shareholders so that they can properly assess and vote on this, on this, which is some six-8 months away. So there will be ample opportunity to be able to do that, to work through the issues. There are a number of conditions precedent in the scheme documentation that you should have a look at. So we have got work ahead of us to do, but I can assure you when the shareholders come to vote and we look at this, they will have all relevant information and all the detail that you were seeking today. And I apologize that we are not in a position to provide that today.

Tony Mitchell
Senior Investment Adviser, Shaw and Partners

But can I? Okay, that's all very well, but, I mean, you've had five months to do this, and I mean, I've been in the market for 42 years. I don't think I've ever seen a transaction like this where people don't have the basic information. I mean, look at it this way, that you people would be shareholders, too. I mean, if you weren't on the board and you were people like us, wouldn't you be astounded that a company of your size can't provide this basic information? I just don't, I just don't understand. I mean, the board could not have agreed to this transaction if you don't have a reasonable estimate. You've mentioned the transaction cost, the separation cost, but you must know what the tax bill is. I mean, that's crucial to work out what the market is.

Now, the market's dropped to AUD 23 because nobody can work it out. It's all guesswork.

Tony D'Aloisio
Chairman, Perpetual

Well, thank you for that. As I said, I've got... There's nothing further to add at the moment, but we will take on board and see what we can do to accelerate further information.

Operator

Thank you.... Just a moment for our next question, please. Next, we have Ed Henning from CLSA. Please go ahead.

Ed Henning
Senior Research Analyst and Co-Head, CLSA

Hi, guys. Thank you. I know we've discussed this extensively, but just wanted to clarify around the tax liability. Chris, did you say earlier that you've applied to the ATO for class relief from the shareholder's point of view? But I also want to clarify, so from Perpetual's own point of view, there will be a tax liability. Is that correct? And it's just a matter of clarification, exactly how much it is. Is that the issue here?

Chris Green
CFO, Perpetual

No, no. The issue is there are a couple of steps involved in this transaction, including the reorganization of the businesses, to get the wealth and trust businesses into a holdco. And that reorganization, which sort of involves the interposition of a holdco between shareholders and Perpetual, that will be subject to a form of tax rollover, which recognizes that there's no realizations of interest that are occurring under that. And that would have the effect that the tax consolidated group, currently headed by Perpetual, will continue with that holdco substitute as the new head company. So yes, we are seeking rollover relief within this transaction for Perpetual.

Ed Henning
Senior Research Analyst and Co-Head, CLSA

So the best case scenario, I mean, I mean, so what is the best case scenario? Can you tell us that?

Chris Green
CFO, Perpetual

Well, we are continuing to work. We've talked about getting the rulings that we're talking about from the tax office, which is, in part, why we are not being not able to talk to the tax as much as you guys are obviously wanting to. But we are seeking rollover relief of that, the new structure that's being put in place, as part of the transaction to allow the shares in that holdco to be acquired by KKR from shareholders directly. And we are seeking rollover relief on that. The shareholder position in relation to the demerger of the asset management business will be subject to that separate tax ruling that I talked about.

Ed Henning
Senior Research Analyst and Co-Head, CLSA

Okay. Okay, I'll leave it there. Thank you.

Operator

Thank you. Our next question comes from Siddharth Parameswaran from JP Morgan. Please go ahead.

Siddharth Parameswaran
Executive Director and Lead Analyst, JPMorgan

Just a question just for Tony. Just, Tony, in terms of the next appointment that you might be seeking to make for the CEO, just can you understand what the briefs that you might be looking at are? Maybe, I mean, I don't know if it's too far away from now to be, I mean, to the date to be asking. But just, you know, what is, what is, what... For what's left in terms of what Perpetual will be keeping, what is the brief that you're seeking, or sort of skills that you're seeking on the brief that you're giving your CEO?

Tony D'Aloisio
Chairman, Perpetual

Well, when you look at the businesses-

Siddharth Parameswaran
Executive Director and Lead Analyst, JPMorgan

Continue.

Tony D'Aloisio
Chairman, Perpetual

-the sale of, wealth and trust is two parts of that business, but centrally, the asset management business and the work that's been done, as Rob said earlier, from taking it to AUD 30 billion- AUD 230 billion today, with the footprint that it has globally, that will become the sole purpose company, Perpetual. And you would expect, Rob, having run the group and done the job he's done and he's now deciding to retire, it leaves us in a position to look at that company. And the skill sets you would be looking at would clearly be around the knowledge of the asset management business, their strategy, delivery, global.

I mean, there's a number of factors that will go into play, and we've started the process by appointing Greg Cooper as deputy chair to run that process, and we're hoping we'll update the market on how we go on that search over the next few months.

Rob Adams
CEO and Managing Director, Perpetual

Yeah, I mean, I think, I think it's probably-

Siddharth Parameswaran
Executive Director and Lead Analyst, JPMorgan

Okay, no worries.

Rob Adams
CEO and Managing Director, Perpetual

No, it's probably in some ways inappropriate for me to comment on what that search will be, given yeah, I've decided not to be part of it. But yeah, I think if you think about a multi-boutique business, you know, what does not need to change, in fact, what needs to be preserved, protected, and promoted is the investment independence of the boutique businesses, their brands, the investment approach, and the investment teams. You know, the process of running money and adding value to clients. Yeah, operationally, we wanna be an efficient business, so you know, we wanna be able to do to derive benefits from scale in terms of technology and operational activity. But the primary value add will be in distribution and getting distribution humming around the world across channels.

So I would imagine, as Tony and Greg and the board, you know, go through this process, which has already started, to search for the person to lead that business into the future, a proven ability to grow, manage successful distribution teams will be a core component.

Siddharth Parameswaran
Executive Director and Lead Analyst, JPMorgan

Thanks. Thanks, Rob.

Rob Adams
CEO and Managing Director, Perpetual

No worries.

Operator

Thank you. We have concluded for our Q&A session. Now I pass back to Susie.

Susie Reinhardt
Head of Investor Relations, Perpetual

Thanks, everyone. Thanks for dialing in today. And look, if you've got further questions, please, reach out to me.

Operator

Thank you. This concludes today's conference call. Thank you for participating. You may now disconnect.

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