Court Greenlights Soul Patts-Brickworks Merger to Form Topco on ASX
The Supreme Court of New South Wales has approved the merger scheme between Washington H. Soul Pattinson and Brickworks, paving the way for a new ASX-listed entity, Topco. Shareholders will soon exchange their Soul Patts shares for Topco shares as trading transitions next week.
- Supreme Court approves Soul Patts and Brickworks merger scheme
- New ASX-listed company Topco to trade under ticker SOLDA
- Soul Patts shares cease trading 15 September; Topco shares begin deferred trading 16 September
- Shareholders receive one Topco share per Soul Patts share held at record date
- Implementation and normal trading of Topco shares scheduled for late September
Court Approval Clears Major Legal Hurdle
Washington H. Soul Pattinson and Company Limited (Soul Patts) has secured a crucial endorsement from the Supreme Court of New South Wales for its proposed merger with Brickworks Limited. This court approval marks a pivotal step in the planned combination of two of Australia's longstanding investment houses into a newly capitalised entity, Topco.
The court's green light means the scheme of arrangement between Soul Patts and its shareholders is now legally effective from 15 September 2025, setting in motion a carefully orchestrated transition of share ownership and trading status on the Australian Securities Exchange (ASX).
Trading Transition and Shareholder Impact
Following the effective date, Soul Patts shares will cease trading on the ASX on 15 September. From 16 September, Topco shares will commence trading on a deferred settlement basis under the ticker SOLDA, before moving to normal settlement trading on 24 September. This phased approach aims to ensure a smooth market transition and minimize disruption for investors.
Shareholders registered as of 7 – 00pm Sydney time on 17 September will receive one Topco share for each Soul Patts share held, reflecting a straightforward 1 – 1 exchange ratio. This arrangement underscores the merger's intent to preserve shareholder value while creating a larger, diversified investment platform.
Looking Ahead – Implementation and Market Dynamics
The official implementation date is set for 23 September, when the transfer of Soul Patts shares to the new structure will be completed. A selective buy-back meeting is scheduled for 24 September, coinciding with the commencement of normal settlement trading for Topco shares.
While the announcement provides a clear timetable, Soul Patts cautions that dates remain indicative and subject to change, emphasizing the importance of monitoring further ASX updates. Investors are encouraged to review the detailed Combination Booklet released earlier in August for comprehensive insights into the merger's terms and strategic rationale.
This merger represents a significant evolution for Soul Patts, which has a rich history dating back to 1903 and has transformed from a pharmacy operator into a diversified investment house. The creation of Topco signals a new chapter aimed at leveraging combined strengths across multiple asset classes including equities, private markets, credit, and property.
Bottom Line?
As Topco prepares to debut on the ASX, investors will be watching closely to see how the merged entity delivers on its promise of diversified growth and shareholder returns.
Questions in the middle?
- How will the merger affect dividend policies and payout timing for shareholders?
- What strategic advantages does the combined Topco entity anticipate over its predecessors?
- Are there any anticipated changes in management or board composition post-merger?