H&G High Conviction Limited announces sale of investment portfolio

SYDNEY (AP) — H&G High Conviction Limited (ASX: HCF), an Australian investment company, announced on March 12, 2025, that it has entered into a conditional agreement to sell substantially all of its assets to Hancock & Gore Limited (H&G).

The proposed divestment is part of a strategic move to provide shareholders with exposure to a larger and more diversified investment group.

The total non-cash consideration for the sale is equivalent to $1.00 per share, less cash retention and any dividends declared or paid by the company between signing and completion.

This represents a 31.5% premium to HCF’s closing share price of $0.76 prior to the announcement of the proposed divestment on January 13, 2025, and a 9.6% premium to HCF’s last reported Net Tangible Asset backing per share of $0.912 as of February 28, 2025.

Under the terms of the agreement, H&G will issue shares at $0.30 per share, implying a distribution ratio of approximately 3.24 H&G shares for each HCF share based on retention amount estimates. The transaction is conditional on shareholder approvals, which will be sought at an extraordinary general meeting scheduled for April 11, 2025. Completion of the transaction is targeted for April 17, 2025.

The company’s Independent Board Committee has unanimously recommended that shareholders vote in favor of the transaction, in the absence of a superior proposal and subject to the Independent Expert’s conclusion that the transaction is fair and reasonable to shareholders.

The proposed divestment follows a non-binding indicative proposal from H&G received on January 13, 2025. An Independent Board Committee, comprising David Groves and Dennison Hambling, was established to oversee the proposal. Nicholas Atkinson, a director with an executive role at H&G, was excluded from decision-making due to a potential conflict of interest.

The Independent Board Committee appointed Leadenhall Pty Ltd to prepare an Independent Expert Report, which concluded that the proposed divestment is fair and reasonable to shareholders. The committee believes the transaction offers an opportunity to sell the company’s portfolio assets at an attractive valuation and provide shareholders with exposure to a larger, more diversified investment group.

The sale agreement includes the buy-back and cancellation of all shares held by H&G in the company, followed by the issuance of H&G shares to the company. These shares will then be distributed to HCF shareholders on a pro rata basis.

The company will retain a cash reserve, estimated between $300,000 and $600,000, to cover transaction costs, tax liabilities, and other post-completion expenses.

Following the transaction, HCF will be a listed vehicle with no material debts, liabilities, or assets. The board will need to consider strategic options for the company’s future.