Hamilton Locke is advising ASX-listed investment solutions pioneer Xplore Wealth Limited (ASX:XPL), formerly Managed Accounts Holdings Limited, on its acquisition by HUB24 Limited (ASX:HUB), a provider of investment and superannuation portfolio administration and licensee services.
Xplore offers a range of investment and superannuation wrap, managed discretionary accounts and share broking solutions. It provides global market access to more than 25 exchanges, multiple currency capabilities and numerous investment instruments.
The Xplore platform is expected to complement HUB24’s solution by introducing additional capabilities and economies of scale, hence the attractive takeover premium offered to Xplore shareholders and a firm recommendation from the board of Xplore to vote in favour of the schemes.
Xplore and HUB24 both announced their entry into the Scheme Implementation Agreement that now binds the parties to work together to implement the transaction. Two schemes will proceed concurrently – a share scheme (to acquire 100% of the shares in Xplore) and an option scheme (to cancel all existing options in Xplore). Xplore’s shareholders will elect to receive either cash, scrip or an even split of both (subject to scale-back mechanisms if a specified cash cap or scrip cap is exceeded), whilst Xplore’s optionholders will receive cash.
Hamilton Locke’s team is led by partners Hal Lloyd and Brent Delaney who are closely supported by senior associate Joshua Bell and lawyer Stephen Vrettos. Xplore’s financial adviser for the deal is Shaw and Partners.
Commenting on the deal, Brent Delaney said: “We are delighted to be advising Xplore on their acquisition by HUB24 and have enjoyed collaborating with the Xplore team and with Shaw and Partners. Having mix and match cash and scrip consideration with scale back arrangements adds a layer of complexity to the deal and we are now looking forward to collaborating with all relevant parties to get the deal implemented.”
