27 March Market Announcements Office ASX Limited Exchange Centre 20 Bridge Street SYDNEY NSW Dear Sir/Madam

Transcription

1 27 March 2018 Market Announcements Office ASX Limited Exchange Centre 20 Bridge Street SYDNEY NSW 2000 Dear Sir/Madam Re: Notice of General Meeting to be held Friday, 27 April 2018 In accordance with ASX Listing Rule , we attach a Letter to Shareholders, Notice of General Meeting, Proxy Form and Question Form regarding a proposed change of company name from to Pendal Group Limited. Yours faithfully Joanne Hawkins Company Secretary Contacts: Media and Investors Analysts and Investors Louise Watson Bo Briedis Symbol Strategic Communications Symbol Strategic Communications lwatson@symbolstrategic.com.au bbriedis@symbolstrategic.com.au { docx} ABN GPO Box 7072 Sydney NSW 2001 Australia The Chifley Tower Level 14, 2 Chifley Square Sydney NSW 2000, Australia Tel btim.com.au BT is a registered trade mark of BT Financial Group Pty Ltd and is used under licence

2 Letter to Shareholders and Notice of General Meeting Letter to Shareholders Dear shareholders The Directors have convened a General Meeting of BT Investment Management Limited (BTIM or the Company), to be held on Friday 27 April 2018, for shareholders to consider and approve a change of company name to Pendal Group Limited (Pendal). Background Since BTIM was floated out of Westpac Banking Corporation (Westpac) in 2007, the business has transformed from a domestically focused funds management business into a diversified global investment manager, with 318 employees and operations across five countries. During that time, we have grown substantially; delivering total shareholder returns of 264 per cent, and increasing FUM from $41.9 billion to $98.1 billion. We have achieved standalone success and carved-out an independent reputation; in other words, we have come of age. The BT brand is owned by Westpac and licensed to BTIM, and as many of you would know, Westpac has its own BT-branded business, BT Financial Group. You will be aware that Westpac has, over the past three years, significantly reduced its shareholding in BTIM from just over 60 per cent to now around 10 per cent. Westpac has signaled that, subject to favourable market conditions, it intends to sell its remaining stake sometime in the future, but not before the release of BTIM s First Half 2018 Results. Why change? Your Directors believe it is time for BTIM to establish its own name and brand, and that a name change is in the best interest of the business, and therefore shareholders. This will allow us to invest in an independent identity which we own, and to create a strategic brand advantage as we continue to execute our strategy of building and growing a diversified global investment management business. As the BT license is due for renewal later this year, the Board believes that now is the right time to make this change. The proposed name: Pendal Group The proposed name of Pendal Group has been chosen because of its link to the origins of the BT investment management business. It was the name given to BT s nominee company established in 1971 to hold assets on behalf of its first prospective client Dalgety, being a reversal of Dal(gety) Pen(sion). The philosophy and success of the BT investment management business since the 1970s has led us to link our new name and brand to our heritage. We are preserving the strengths, values and culture of BTIM while looking to the future as an independently successful international company in global fund management. Westpac has indicated that it will support and vote in favour of the change of name to Pendal Group Limited. The change of name applies to the listed parent company and the Australian business only. BTIM s offshore business, J O Hambro Capital Management Limited, will continue to operate under its existing name and branding, subject to its existing brand license arrangements. Special Resolution Enclosed are the notice of meeting, explanatory notes and proxy form for you to consider ahead of the general meeting. I commend the explanatory notes to you as they set out in more detail the rationale for the change. The Board unanimously recommends that shareholders vote in favour of the resolution to change the Company s name either by attending the meeting in person or by ticking the box marked For and submitting your proxy form in accordance with instructions in the Notice of Meeting documents. A change of company name requires that at least 75 per cent of votes cast at the meeting be in favour of the resolution. If this resolution is passed, the change of name will take effect when the Australian Securities and Investments Commission alters the details of the Company s registration, which will be announced to the ASX. There will also be a change to the Company s ASX listing code from BTT to PDL which will be announced on the ASX s announcement platform when the change takes effect. The Company s updated Constitution will also be attached to this announcement. If you have any questions, please submit these in writing using the enclosed Shareholder Question Form, or online at Link Market Services website () or contact Link Market Services on Yours sincerely James Evans Chairman ABN

3 Yo Information for Shareholders Notice of General Meeting Date: Friday, 27 April 2018 Time: am (Sydney time) Venue: Sofitel Sydney Wentworth Phillip Street Sydney NSW 2000 Documents The following documents relating to the Meeting are enclosed in this mailing: the Notice of Meeting; a personalised proxy form and return envelope; and a Shareholder Question Form. The above documents are also available by contacting our share registry, Link Market Services by one of the following methods: Online at: By at: By post: BTIM@linkmarketservices.com.au Link Market Services Limited, Locked Bag A14, Sydney South, NSW, 1235 By telephone: In Australia: From outside Australia: By facsimile: Receiving Documents Electronically If you received the Notice of Meeting by mail and would prefer to receive future notices and correspondence from BTIM electronically, please contact Link Market Services to change how you receive documents from BTIM. How to get to the Meeting The Sofitel Sydney Wentworth is located at Phillip Street, Sydney and can be accessed via Phillip Street. T F Circular Quay Station Notice is hereby given that a General Meeting (Meeting) of shareholders of (BTIM or the Company) will be held at the Sofitel Sydney Wentworth, Phillip Street, Sydney on Friday, 27 April 2018, commencing at am (Sydney time), with registration from 9.30 am (Sydney time). BUSINESS Special Resolution Change of Company name and modification to Constitution 1. To consider and, if thought fit, pass the following resolution as a special resolution: That, for the purposes of sections 157(1)(a) and 136(2) of the Corporations Act 2001 (Cth) and for all other purposes, the Company change its name from BT Investment Management Limited to Pendal Group Limited and all references in the Company s constitution to BT Investment Management Limited be amended to Pendal Group Limited to reflect the Company s new name. Further information in relation to this resolution is set out in the enclosed Explanatory Notes. The Explanatory Notes form part of this Notice of Meeting. By order of the Board Joanne Hawkins Company Secretary Sydney 27 March 2018 Bridge Street George Street Pitt Street Bent Street Macquarie Street Royal Botanic Gardens T Wynyard Station Hunter Street SYDNEY WENTWORTH Phillip Street Martin Place Elizabeth Street T Martin Place Station The Domain

4 Other Information Entitlement to attend and vote You will be eligible to attend and vote at the Meeting if you are registered as a holder of BTIM shares at 7:00 pm on Wednesday 25 April 2018 (Sydney time). Attending the Meeting in person Eligible shareholders may attend the Meeting and vote in person. If you attend the Meeting in person, you do not need to submit a proxy form. You may still attend the Meeting and vote in person, even if you have appointed a proxy. If you have previously submitted a proxy form, your proxy will be cancelled if you vote on the resolution. If you will be attending the Meeting, please bring your personalised proxy form with you. The barcode at the top of the form will assist you in registering for the Meeting. If you do not bring your proxy form with you to the Meeting you will still be asked to verify your identity. Appointing a proxy You can appoint a proxy to attend and vote on your behalf rather than attend the Meeting in person. A personalised proxy form is included with this Notice of Meeting. Please note the following information in relation to the appointment of proxies: A proxy does not have to be a BTIM shareholder and may be an individual or a body corporate. You may appoint up to two proxies. If you appoint two proxies you should complete two separate proxy forms and specify the percentage or number of votes each proxy is appointed to exercise. If you do not specify a proportion or number, each proxy may exercise half of the votes. You must return both proxy forms together. To appoint the Chairman as your proxy, mark the box in the section marked step 1 on the proxy form. You can direct your proxy how to vote by marking For, Against or Abstain, in the section marked step 2. You may appoint another person as your proxy by completing their name on the space provided in the section marked step 1 on the proxy form. If your proxy is not the Chairman, you are also appointing the Chairman as your alternate proxy in the event that your named proxy does not attend the Meeting. If you sign the enclosed proxy form and do not mark the box in the section marked step 1, the Chairman will be appointed as your proxy. The Chairman intends to vote undirected proxies in favour of the resolution. If you appoint a proxy, you may still attend the Meeting. However, your proxy will be revoked if you also vote on the resolution. Undirected Proxies and Chairman s voting instructions If you appoint the Chairman as your proxy and have not directed him how to vote, you are authorising the Chairman to cast your undirected proxy in favour of the proposed resolution, which is set out in this Notice of Meeting. The Chairman intends to vote all such undirected proxies in favour of the resolution. Voting to be conducted by poll The voting at the Meeting will be conducted by poll. Details of how the poll will be conducted will be explained at the Meeting. Lodging your proxy Your completed proxy form must be received by Link Market Services no later than 10:00 am Wednesday, 25 April 2018 i.e. 48 hours before the commencement of the Meeting. Proxy forms can be lodged: Online or mobile device: by scanning the QR code on the proxy form or entering the voting link at: com.au by following the instructions. You will need to input your Security Holder Reference number (SRN) or Holder Identification number (HIN) as well as your postcode. Posting it to: Link Market Services Limited, Locked Bag A14, Sydney South, NSW, 1235, Australia. Faxing it to: Hand delivery to: Link Market Services Limited, Level 12, 680 George Street, Sydney, NSW, 2000 before 10:00 am on Wednesday, 25 April Corporate shareholders Corporate shareholders may appoint a representative to attend the Meeting on their behalf. The representative should bring evidence of his or her appointment unless it has previously been provided to Link Market Services. Shareholders can download and fill out the Appointment of Corporate Representative form from the Link Market Services website: /corporate/ resources/forms.html Questions from shareholders You may ask questions at the Meeting about the resolution being considered at the Meeting. In addition, you may submit written questions prior to the Meeting. Questions can be submitted using the enclosed Shareholder Question Form, or online at our share registry s website: Please see the Shareholder Question Form for information on how to submit your question. If your proxy is appointed under a written authority, such as a power of attorney, the original or a certified copy of the authority must be submitted with the proxy form.

5 Explanatory Notes on the Business of the Meeting Special Resolution Change of Company name and modification to Constitution The Company proposes to change its name from BT Investment Management Limited to Pendal Group Limited and to amend the constitution to reflect the change of name. Section 157 of the Corporations Act provides that a company may change its name if the company passes a special resolution adopting a new name and that the change of name takes effect when the Australian Securities and Investments Commission alters the details of the company s registration. Section 136(2) of the Corporations Act provides that a company may modify its constitution by special resolution. This resolution seeks the approval of shareholders for the Company to change its name from to Pendal Group Limited and modify its Constitution to reflect the change of name. Approval is sought by special resolution, which requires at least 75 per cent of the total votes cast by shareholders entitled to vote on the resolution at the Meeting (whether in person, or by proxy, attorney or representative) are voted in favour of the resolution. There are no voting exclusions. Westpac, a 9.8 per cent shareholder, has indicated that it will support and vote in favour of the change of name to Pendal Group Limited. If this resolution is passed, the change of name will take effect when the Australian Securities and Investments Commission alters the details of the Company s registration. If the resolution is approved, the Company s ASX listing code will change from BTT to PDL, which will be announced on the ASX s announcement platform when the change takes effect. The Company s updated Constitution will also be attached to this announcement. Rationale for proposed change The BT brand is owned by Westpac and licensed to BTIM. The license to use the BT name expires in September 2018 and rather than renew the current licensing agreement, the Board considers it appropriate for BTIM to establish and start investing in its own name and brand. The proposed name of Pendal Group Limited has been chosen because of its link to the origins of the BT investment management business. It was the name given to BT s nominee company established in 1971 to hold assets on behalf of its first prospective client Dalgety, being a reversal of Dal(gety) Pen(sion). The change of name will not affect BTIM s rights under the Master Relationship Agreement between BTIM and Westpac which was amended in October The Master Relationship Agreement deals with the appointment of BTIM as investment manager for certain BT Financial Group retail funds, pooled superannuation trusts and statutory funds, together with termination and withdrawal rights, and other matters described in the BTIM Prospectus dated 30 October Board Recommendation The Board unanimously recommends that shareholders vote in favour of this resolution. In this Notice of Meeting: BTIM means (ABN ). Chairman means the chairman of the Meeting and includes any acting chairman during the Meeting. Company means (ABN ). Constitution means the constitution of BTIM. Corporations Act means the Corporations Act 2001 (Cth), as amended. Meeting means the general meeting of the Company to be held on Friday, 27 April Westpac means Westpac Banking Corporation (ABN ) and its subsidiaries. Further information If you need any further information regarding the Meeting, please contact Link Market Services on (toll free in Australia), or from outside Australia on The name Pendal Group Limited preserves a connection between: the heritage and origins of the Company s investment management business; and the Company s future as an independently successful global investment management business. The change of name applies to BTIM and the Australian business only. BTIM s offshore business, J O Hambro Capital Management Limited, will continue to operate under its existing name and branding, subject to its existing brand license arrangements.

6 ABN LODGE YOUR VOTE ONLINE BY MAIL C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia BY FAX BY HAND Link Market Services Limited Level 12, 680 George Street, Sydney NSW 2000 ALL ENQUIRIES TO Telephone: STEP 1 STEP 2 PROXY FORM I/We being a member(s) of and entitled to attend and vote hereby appoint: APPOINT A PROXY the Chairman of the Meeting (mark box) OR if you are NOT appointing the Chairman of the Meeting as your proxy, please write the name of the person or body corporate you are appointing as your proxy *X * X or failing the person or body corporate named, or if no person or body corporate is named, the Chairman of the Meeting, as my/our proxy to act on my/our behalf (including to vote in accordance with the following directions or, if no directions have been given and to the extent permitted by the law, as the proxy sees fit) at the General Meeting of the Company to be held at 10:00 am on Friday, 27 April 2018 at Sofitel Sydney Wentworth, Phillip Street, Sydney NSW 2000 (the Meeting) and at any postponement or adjournment of the Meeting. The Chairman of the Meeting intends to vote undirected proxies in favour of the resolution. VOTING DIRECTIONS Proxies will only be valid and accepted by the Company if they are signed and received no later than 48 hours before the Meeting. Please read the voting instructions overleaf before marking any boxes with an T Resolution 1 Change of Company name and modification to Constitution SAMPLE For Against Abstain* STEP 3 * If you mark the Abstain box, you are directing your proxy not to vote on your behalf on a show of hands or on a poll and your votes will not be counted in computing the required majority on a poll. SIGNATURE OF SHAREHOLDERS THIS MUST BE COMPLETED Shareholder 1 (Individual) Joint Shareholder 2 (Individual) Joint Shareholder 3 (Individual) Sole Director and Sole Company Secretary Director/Company Secretary (Delete one) Director This form should be signed by the shareholder. If a joint holding, either shareholder may sign. If signed by the shareholder s attorney, the power of attorney must have been previously noted by the registry or a certified copy attached to this form. If executed by a company, the form must be executed in accordance with the company s constitution and the Corporations Act 2001 (Cth). BTT PRX1801A *BTT PRX1801A*

7 HOW TO COMPLETE THIS SHAREHOLDER PROXY FORM YOUR NAME AND ADDRESS This is your name and address as it appears on the Company s share register. If this information is incorrect, please make the correction on the form. Shareholders sponsored by a broker should advise their broker of any changes. Please note: you cannot change ownership of your shares using this form. APPOINTMENT OF PROXY If you wish to appoint the Chairman of the Meeting as your proxy, mark the box in Step 1. If you wish to appoint someone other than the Chairman of the Meeting as your proxy, please write the name of that individual or body corporate in Step 1. A proxy need not be a shareholder of the Company. DEFAULT TO CHAIRMAN OF THE MEETING Any directed proxies that are not voted on a poll at the Meeting will default to the Chairman of the Meeting, who is required to vote those proxies as directed. Any undirected proxies that default to the Chairman of the Meeting will be voted according to the instructions set out in this Proxy Form. VOTES ON ITEMS OF BUSINESS PROXY APPOINTMENT You may direct your proxy how to vote by placing a mark in one of the boxes opposite each item of business. All your shares will be voted in accordance with such a direction unless you indicate only a portion of voting rights are to be voted on any item by inserting the percentage or number of shares you wish to vote in the appropriate box or boxes. If you do not mark any of the boxes on the items of business, your proxy may vote as he or she chooses. If you mark more than one box on an item your vote on that item will be invalid. APPOINTMENT OF A SECOND PROXY You are entitled to appoint up to two persons as proxies to attend the Meeting and vote on a poll. If you wish to appoint a second proxy, an additional Proxy Form may be obtained by telephoning the Company s share registry or you may copy this form and return them both together. To appoint a second proxy you must: (a) on each of the first Proxy Form and the second Proxy Form state the percentage of your voting rights or number of shares applicable to that form. If the appointments do not specify the percentage or number of votes that each proxy may exercise, each proxy may exercise half your votes. Fractions of votes will be disregarded; and (b) return both forms together. SIGNING INSTRUCTIONS You must sign this form as follows in the spaces provided: Individual: where the holding is in one name, the holder must sign. Joint Holding: where the holding is in more than one name, either shareholder may sign. Power of Attorney: to sign under Power of Attorney, you must lodge the Power of Attorney with the registry. If you have not previously lodged this document for notation, please attach a certified photocopy of the Power of Attorney to this form when you return it. Companies: where the company has a Sole Director who is also the Sole Company Secretary, this form must be signed by that person. If the company (pursuant to section 204A of the Corporations Act 2001) does not have a Company Secretary, a Sole Director can also sign alone. Otherwise this form must be signed by a Director jointly with either another Director or a Company Secretary. Please indicate the office held by signing in the appropriate place. CORPORATE REPRESENTATIVES If a representative of the corporation is to attend the Meeting the appropriate Certificate of Appointment of Corporate Representative should be produced prior to admission in accordance with the Notice of Meeting. A form of the certificate may be obtained from the Company s share registry or online at. LODGEMENT OF A PROXY FORM This Proxy Form (and any Power of Attorney under which it is signed) must be received at an address given below by 10:00am on Wednesday, 25 April 2018, being not later than 48 hours before the commencement of the Meeting. Any Proxy Form received after that time will not be valid for the scheduled Meeting. Proxy Forms may be lodged using the reply paid envelope or: ONLINE Login to the Link website using the holding details as shown on the Proxy Form. Select Voting and follow the prompts to lodge your vote. To use the online lodgement facility, shareholders will need their Holder Identifier (Securityholder Reference Number (SRN) or Holder Identification Number (HIN) as shown on the front of the Proxy Form). BY MOBILE DEVICE Our voting website is designed specifically for voting online. You can now lodge your proxy by scanning the QR code adjacent or enter the voting link into your mobile device. Log in using the Holder Identifier and postcode for your shareholding. QR Code To scan the code you will need a QR code reader application which can be downloaded for free on your mobile device. BY MAIL C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia BY FAX BY HAND delivering it to Link Market Services Limited* Level George Street Sydney NSW 2000 SAMPLE * During business hours (Monday to Friday, 9:00am 5:00pm) IF YOU WOULD LIKE TO ATTEND AND VOTE AT THE GENERAL MEETING, PLEASE BRING THIS FORM WITH YOU. THIS WILL ASSIST IN REGISTERING YOUR ATTENDANCE.

8 ABN LODGE YOUR QUESTIONS ONLINE BY MAIL C/- Link Market Services Limited Locked Bag A14 Sydney South NSW 1235 Australia BY FAX BY HAND Link Market Services Limited Level 12, 680 George Street, Sydney NSW 2000 ALL ENQUIRIES TO Telephone: QUESTIONS *X * X Please use this form to submit any questions about ( the Company ) that you would like us to respond to at the Company s 2018 General Meeting. Your questions should relate to matters that are relevant to the proposed change of company name, as outlined in the accompanying Notice of Meeting and Explanatory Notes. This form must be received by the Company s share registrar, Link Market Services Limited, by 5:00pm on Friday, 20 April Questions will be collated. During the course of the General Meeting, the Chairman of the Meeting will endeavour to address as many of the more frequently raised shareholder questions as possible. Please note that individual responses will not be sent to shareholders. My question(s) SAMPLE