QVE - QV Equities

[System]

QV Equities Limited (QVE) will aim to give investors the opportunity to invest in a diversified, carefully selected portfolio of quality entities outside of the S&P/ASX 20 Index and which is expected to be predominantly invested in the S&P/ASX 300 Index.

http://qvequities.com

 

[divs4ever]

Anton Tagliaferro to retire as co-portfolio manager of the QVE portfolio in 2023

The Board of QV Equities (the ‘Company’ or ‘QVE’) advises that Anton Tagliaferro, co-portfolio manager of
the QVE portfolio will transition his portfolio management responsibilities for the QVE portfolio to Simon
Conn and Marc Whittaker during March 2023, which coincides with Anton’s announced retirement from
Investors Mutual Limited (IML).
Simon Conn, who has managed the QVE portfolio since its inception in August 2014, will continue as
portfolio manager. Marc Whittaker, CFA, will be appointed as QVE co-portfolio manager to work alongside
Simon.
Marc is an experienced portfolio manager who has worked in Australian equities since commencing his
career in 1999. He joined Investors Mutual Limited (IML) in 2016 and is also co-Portfolio Manager for IML’s
Future Leaders and Private Portfolio Funds. Marc also has extensive experience in analysing companies in
various small and mid-cap sectors including Health Care, Consumer Staples and Industrials.
Commenting briefly on his decision, Anton said “I believe that now is the right time to start handing over
management of the QVE portfolio to Simon and Marc. I know I will leave the QVE portfolio in safe hands
with every confidence in Simon and Marc’s ability to generate healthy returns and a reliable income stream
moving forward.”
Commenting on the transition Chairman Peter McKillop said: “I would like to thank Anton for managing the
QV Equities investment portfolio with Simon over the past eight years, as well as his contribution as a
Director. He has always had the shareholders’ best interests at the front of his mind and been very focused
on seeking to ensure that the Company delivered reasonable returns and paid consistent levels of franked
dividends in what have been extremely volatile investment times.
“I am also delighted to welcome Marc Whittaker as co-portfolio manager and I am sure he will work well
alongside Simon Conn. Marc’s knowledge and enthusiasm for investing in the mid to small cap area of the
Australian sharemarket is evident to anyone who has met him. Marc will join Simon and Anton at the
investor update following our upcoming AGM.”
Anton remains a Director on the QV Equities Board.

DYOR

i hold QVE

is this a ' key person event ' ?

might be a top-up opportunity

 

[divs4ever]

for the 2024 full year competition i would like to pick

QVE

i will probably get hell for picking LICs but ,

QVE buys stocks outside the ASX top 50 , manages the portfolio proactively , invests successfully mostly in stocks i don't find attractive

pays 3 monthly divs ( and 100% franking ), adjusts cash reserves as they deem wise

tries to 'smooth div. payouts '


TOP 10 HOLDINGS
ASX CODE WEIGHT

Orica ORI 5.7%
Aurizon AZJ 5.4%
APA APA 4.3%
Sonic Healthcare SHL 4.1%
Ampol ALD 3.5%
Suncorp SUN 3.4%
Amcor AMC 3.3%
Brambles BXB 3.1%
Skycity Entertainment SKC 2.8%
The Lottery Corporation TLC 2.7%

the only one of these i hold with cash risk is SUN

i hold TLC courtesy of the TAH demerger

i don't expect much capital gains this year from the LIC .. but a guidance of 5.2 cents ( plus franking ) per share
( for the year ) , and the willingness to adjust the portfolio as opportunities are spotted ( currently have 12.9% cash reserves )

makes it a 'safety play for me

 

[Sean K]

for the 2024 full year competition i would like to pick

QVE

i will probably get hell for picking LICs but ,

QVE buys stocks outside the ASX top 50 , manages the portfolio proactively , invests successfully mostly in stocks i don't find attractive

pays 3 monthly divs ( and 100% franking ), adjusts cash reserves as they deem wise

tries to 'smooth div. payouts '


TOP 10 HOLDINGS
ASX CODE WEIGHT

Orica ORI 5.7%
Aurizon AZJ 5.4%
APA APA 4.3%
Sonic Healthcare SHL 4.1%
Ampol ALD 3.5%
Suncorp SUN 3.4%
Amcor AMC 3.3%
Brambles BXB 3.1%
Skycity Entertainment SKC 2.8%
The Lottery Corporation TLC 2.7%

the only one of these i hold with cash risk is SUN

i hold TLC courtesy of the TAH demerger

i don't expect much capital gains this year from the LIC .. but a guidance of 5.2 cents ( plus franking ) per share
( for the year ) , and the willingness to adjust the portfolio as opportunities are spotted ( currently have 12.9% cash reserves )

makes it a 'safety play for me

Crikey! What happened?

 

[divs4ever]

Crikey! What happened?

View attachment 169556

still at a discount to NTA

but is usually boring and places less emphasis on the top stocks ( mostly holds stuff even i don't invest in directly ) but generates returns in an unspectacular way

maybe someone ( else ) has crunched the numbers and decided they are worth a few bucks

quarterly divs ( smoother ) fully franking and not betting outrageously on small caps.
love them .. no,but respect the management team , and they are doing OK for an investor like me

( mind you there could be a predatory fundie on the prowl , , but haven't heard any gossip on this one )

 

[GlobeTrekker]

Crikey! What happened?

View attachment 169556

Maybe someone's finger slipped on the last trade of the day, or maybe someone has some inside info. WAR (an active LIC from Geoff Wilson's WAM stable) owns a chunk of this stock so maybe there are some moves about to take place.

 

[divs4ever]

WAM Leaders intends to bid for QV Equities

31 January 2024 ASX announcement and media release

WAM Leaders Limited (ASX: WLE) (WAM Leaders) has announced its intention to make an offmarket takeover bid for QV Equities Limited (ASX: QVE) (QVE), subject to certain conditions (Offer).

The Offer consideration is 1 WAM Leaders share for every 1.4675 QVE shares.

Based on WAM Leaders’ share price on 30 January 2024, the Offer represents $0.951 per share of implied value for QVE shareholders, adjusted to include payment of the QVE 1.3 cents per share December 2023 fully franked quarterly dividend as announced to the ASX on 30 January 2024.

The implied value represents a premium of 5.0% to QVE’s 30 January 2024 share price1 , a premium of 6.3% to QVE’s onemonth volume-weighted average price (VWAP) and a premium of 8.9% to QVE’s three-month VWAP.

Entities associated with WAM Leaders have a relevant interest in 15.8% of QVE shares on issue.

An exciting opportunity to join one of Australia’s largest listed investment companies - WAM Leaders Since listing in August 2014, QVE’s investment portfolio has underperformed. The underperformance of the investment portfolio has been compounded by QVE’s persistent and widening share price discount to net tangible assets (NTA).

The QVE Board of Directors has been unable to return value to shareholders and has not succeeded in implementing effective capital management initiatives to manage the persistent share price discount to NTA.

In making this Offer, WAM Leaders is providing all QVE shareholders with the opportunity to exit their positions in QVE at a 6.3%1 premium to QVE’s one-month VWAP of $0.8933.

If this Offer is successful, it will provide QVE shareholders with the opportunity to be invested in one of the largest listed investment companies on the ASX.

The benefits of QVE shareholders becoming a WAM Leaders shareholder under the Offer include:

• a stable and clearly articulated investment strategy and a proven investment manager with a track record of providing long-term investment portfolio outperformance for shareholders;
• access to a higher annual fully franked dividend yield;
• access to a more sustainable fully franked dividend as indicated by WAM Leaders’ history of paying fully franked dividends to shareholders and its superior profits reserve;
• access to Wilson Asset Management's investment expertise, experience and commitment to shareholder engagement;
• access to WAM Leaders significantly larger market capitalisation and on-market liquidity; and
• a reduced management expense ratio as a result of the removal of duplication of expenses such as ASX listing fees, share registry fees, audit fees, compliance costs and other public listed company costs, as well as a larger pool of assets across which to spread expenses. 1

The implied value for QVE shareholders under the Offer of $0.95 per share is based on the WAM Leaders share price of $1.375 on 30 January 2024 and the Offer consideration of 1 WAM Leaders share for every 1.4675 QVE shares.
The implied value has been adjusted to include the payment of QVE’s 1.3 cents per share December 2023 fully franked quarterly dividend as announced to the ASX on 30 January 2024 (which goes ex-dividend on 13 February 2024 and will be paid on 1 March 2024 to QVE shareholders).

Since inception in May 2016, the WAM Leaders investment portfolio has outperformed the S&P/ASX 200 Accumulation Index by 4.4%2 per annum and paid 44.15 cents per share in fully franked dividends to shareholders, returning $590.9 million to WAM Leaders shareholders in dividends when including the value of franking credits.
WAM Leaders has approached QVE in relation to the possibility of entering into an agreement to acquire 100% of the shares in QVE by way of scheme of arrangement in accordance with Part 5.1 of the Corporations Act 2001 (Cth) (Corporations Act).
If such an agreement is not reached, WAM Leaders’ present intention is to proceed with the Offer.
In the event WAM Leaders and QVE enter into such an agreement subject to all Corporations Act requirements, the Offer may not proceed.
Benefits of the Offer for WAM Leaders shareholders The WAM Leaders Board of Directors believe the off-market takeover bid will provide WAM Leaders shareholders with access to greater on-market liquidity through a larger market capitalisation of almost $2.0 billion (based on the WAM Leaders share price on 30 January 2024) with approximately 30,000 shareholders.
It will also increase WAM Leaders’ relevance in the market by improving broker and research coverage, increasing interest from financial planners and gaining additional access to market opportunities and provide a lower management expense ratio as a result of the removal of duplication of expenses such as ASX listing fees, share registry fees, audit fees, compliance costs and other public listed company costs, as well as a larger pool of assets across which to spread expenses.
If the bid is successful, WAM Leaders shareholders will also benefit from purchasing QVE shares at a discount to their current underlying pre-tax NTA. On a pre-tax NTA basis, it is expected that the WAM Leaders net assets will increase by approximately $229.0 million3 (as at 25 January 2024) by acquiring 100% of QVE under the Offer.
Further information Further information about the Offer will be contained in the Bidder’s Statement, which will be prepared in due course and sent to QVE’s shareholders in accordance with the requirements of the Corporations Act. If you have any questions regarding this proposed transaction, please call Chairman Geoff Wilson AO on (02) 9247 6755 or Chief Financial Officer Jesse Hamilton on 0401 944 807.

WAM Leaders is being advised by Mills Oakley as legal adviser

i hold QVE

and there is the answer to the spike

BTW i have had 6 years ( plus ) to buy into WLE ( and haven't )

i am quite happy to opportunistically build my holding in QVE during the dips

besides WLE basically defeats the purpose of buying an ex-50 LIC

i might as well buy a TOP 200 ETF and save on fees and charges

 

[Dona Ferentes]

Maybe someone's finger slipped on the last trade of the day, or maybe someone has some inside info. WAR (an active LIC from Geoff Wilson's WAM stable) owns a chunk of this stock so maybe there are some moves about to take place.

wam bam, jaw jaw not war war.

 

[divs4ever]

Proposed Off-Market Takeover Bid and Non-Binding Proposal from WAM Leaders Limited (ASX: WLE) (“WAM Leaders”), and announcement of strategic review Proposed Off Market Takeover

QV Equities Limited (ASX:QVE) (QVE or Company) notes the market release from WAM Leaders Limited (ASX: WLE) (WAM Leaders) advising that WAM Leaders intends to make an off-market takeover bid under Part 6.5 of Chapter 6 of the Corporations Act 2001 (Cth) (Corporations Act) for all of the issued fully paid shares in QVE, subject to certain conditions (Proposed Off Market Takeover).

The Board will consider and evaluate the Proposed Off Market Takeover, and the Bidder’s Statement once received, and provide a recommendation to QVE shareholders in due course.

The Board’s recommendation will be outlined in a Target’s Statement provided to QVE Shareholders. Until then, there is no need for shareholders to take any action.

Non-Binding Proposal

QVE also confirms that it received a confidential, incomplete, conditional non-binding merger proposal from WAM Leaders to merge QVE and WAM Leaders by way of an all-scrip transaction pursuant to which QVE shareholders would, subject to certain conditions, exchange their QVE shares for shares in WAM Leaders, through a Scheme of Arrangement (the Non-Binding Proposal).

The Board of QVE established a committee of the independent directors of QVE to carefully consider the Non-Binding Proposal, to obtain and consider advice from its appointed advisors, and to undertake confidential discussions with WAM Leaders.

In considering the Non-Binding Proposal, the Board committee has been focused on exploring options which maximise shareholder value. QVE confirms that in light of the confidential discussions with WAM Leaders, the Non-Binding Proposal, in the form it was presented to QVE, was rejected.

QVE, together with its advisers, carefully considered the Non-Binding Proposal and determined that it was not in the best interests of shareholders, and therefore rejected it on the same confidential basis as it was provided to QVE.

QVE shareholders do not need to take any action in response to the Non-Binding Proposal and the Company will keep shareholders updated in accordance with its continuous disclosure obligations.

Strategic Review QVE also announces today that, in light of the Non-Binding Proposal, it has commenced a formal evaluation of strategic options for QVE, with a view to maximising value for all QVE shareholders.

The review is being progressed by the Board committee, and is consistent with QVE’s regular evaluation of opportunities to create value for shareholders.

Hazelbrook Legal are acting as legal adviser to QVE, and EY are also advising the Board in this matter.

ENDS

This announcement was authorised for release by the Board of QV Equities Limited.

i hold QVE

indeed swapping to a WLE strategy doesn't cover the strategy gap i need to fill , however having stumbled onto SEC that may prove to be an interesting replacement candidate ( but am still searching for a QVE replacement just in case )

 

[divs4ever]

WAM Leaders and QV Equities to merge

WAM Leaders Limited (WAM Leaders) (ASX: WLE) is pleased to announce that it has entered into a Scheme Implementation Agreement to merge with QV Equities Limited (QVE) (ASX: QVE) (Proposed Transaction).
It is proposed that WAM Leaders will acquire 100% of the shares in QVE through a Scheme of Arrangement (Scheme).
Under the Scheme, QVE shareholders will receive new WAM Leaders shares (Scrip Consideration) as consideration for their QVE shares. The number of WAM Leaders shares that QVE shareholders will receive will be determined by a formula based on the pre-tax net tangible assets (pre-tax NTA) of WAM Leaders and QVE on the calculation date.
Under the Scheme Implementation Agreement, WAM Leaders and QVE have also agreed to provide QVE shareholders the option to receive cash for their QVE shares (Cash Consideration) at a 2.5% discount to the pre-tax NTA of QVE on the calculation date, or a combination of Scrip Consideration and Cash Consideration.
Key benefits of the Proposed Transaction If the Proposed Transaction proceeds,
it will create a single listed investment company with a larger capital and shareholder base.
WAM Leaders shareholders will benefit from access to greater on-market liquidity through a larger market capitalisation of almost $2.0 billion with approximately 30,000 shareholders1 .
On a pre-tax NTA basis, it is expected that the WAM Leaders net assets will increase by approximately $238.8 million2 as at 8 March 2024. WAM Leaders’ Chairman and Chief Investment Officer Geoff Wilson AO said: "The WAM Leaders Board of Directors is confident that the Scheme will deliver benefits to WAM Leaders shareholders by creating a larger capital and shareholder base.
This expansion will further enhance WAM Leaders’ size and relevance in the market, leading to increased access to market opportunities."
It will also increase WAM Leaders’ relevance in the marketplace while providing a lower management expense ratio as a result of the removal of duplication of expenses such as ASX listing fees, share registry fees, audit fees, compliance costs and other public listed company costs, as well as a larger pool of assets across which to spread expenses.
Scheme Implementation Agreement and indicative timeline WAM Leaders and QVE have entered a Scheme Implementation Agreement, which contains the terms and conditions on which WAM Leaders and QVE will implement the Proposed Transaction.
The Scheme Implementation Agreement includes a number of customary clauses and is subject to conditions precedent including QVE shareholders approving the Scheme in accordance with the Corporations Act 2001 (Cth), the independent expert concluding that the Proposed Transaction is in the best interests of QVE shareholders and the Federal Court approving the Scheme.
Subject to any adjustments required by ASIC or ASX, the date and time for determining the exchange ratio will be 5:00pm (Sydney time) on the date the Scheme becomes legally binding, i.e. after both QVE shareholders and the court have approved the Proposed Transaction (Calculation Date).
This will ensure that changes to the NTA of WAM Leaders and QVE before the Scheme has been approved will be taken into account in the determination of the exchange ratio.
It is currently anticipated that QVE shareholders will be given the opportunity to vote on the Scheme at a meeting expected to be held late June 2024.
Detailed information relating to the Scheme will be set out in the Scheme Booklet, which is expected to be sent to QVE shareholders in mid-to-late May 2024.

An indicative timetable for the Proposed Transaction is set out below: Event Expected Date
First Court date Mid - Late May 2024 Scheme Booklet sent to QVE shareholders Mid - Late May 2024 Scheme Meeting Late June 2024 Second Court date Early July 2024 Effective date / Calculation date for the exchange ratio Early July 2024
Record date Early July 2024 Implementation date Mid July 2024
The indicative timetable is subject to finalisation and review with the ASX.


i hold QVE ... and will be looking for a graceful exit

 

[divs4ever]

graceful exit achieved

 

[divs4ever]

@debtfree

oops ! posted two earlier today without tagging them

just happy to avoid another Wilsons take-over

i no longer hold this share ( assuming the share transaction completes )

 

[divs4ever]

@debtfree

from the quarterly report


PORTFOLIO INFORMATION
Benchmark S&P/ASX 300 Ex20 Accumulation
No. of stocks 47
Cash weight 21%

TOP 10 HOLDINGS
ASX CODE WEIGHT
Aurizon AZJ 4.9%
APA APA 4.2%
Sonic Healthcare SHL 4.1%
Amcor PLC AMC 3.7%
Orica ORI 3.7%
Suncorp SUN 2.8%
Skycity Entertainment SKC 2.7%
Charter Hall Retail REIT CQR 2.5%
Brambles BXB 2.3%
Santos STO 2.2%


interesting cash weighting consider they are elbow-deep in being take-over

i hold SUN ( and have exited QVE )

 

[divs4ever]

@debtfree

COURT APPROVES CONVENING OF SCHEME MEETING AND DISTRIBUTION OF SCHEME BOOKLET

QV Equities Limited (ASX: QVE) (QVE or the Company) refers to the proposed acquisition of QVE by WAM Leaders Limited (WAM Leaders) (ASX: WLE) by way of a scheme of arrangement (Scheme) under which WAM Leaders is to acquire all of the shares in QVE, as announced to the ASX on 12 March 2024.

Court Approval The Federal Court of Australia has today made orders in relation to the Scheme:

• that QVE convene and hold a meeting of QVE shareholders to consider and vote on the Scheme (Scheme Meeting); and
• approving the distribution of an explanatory statement providing information about the Scheme, including a notice of Scheme Meeting (Scheme Booklet). Details of Scheme Meeting The Scheme Meeting, at which QVE shareholders will vote on the proposed Scheme will be held at 10.00am (Sydney time) on Friday, 28 June 2024.
The Scheme Meeting will be held as a hybrid meeting so QVE shareholders will be able to attend:
• in person at Dexus Place Auditorium, Level 15, 1 Farrer Place, Sydney NSW 2000; or
• via a live webcast at https://meetings.linkgroup.com/QVESM24.

All registered QVE shareholders as at 7.00pm (Sydney time) on Wednesday, 26 June 2024 will be eligible to vote at the Scheme Meeting. QVE shareholders are encouraged to vote by attending the Scheme Meeting in person or virtually or by attorney or corporate representative, or alternatively, by completing the proxy appointment in the proxy form accompanying the Scheme Booklet and ensuring it is received by 10.00am (Sydney time) on Wednesday, 26 June 2024.
Further information in relation to how to participate and vote at the Scheme Meeting is set out in the Scheme Booklet (including the Notice of Scheme Meeting).
QVE shareholders are encouraged to read the Scheme Booklet in its entirety, including the Independent Expert’s Report, before deciding how to vote on the Scheme.

am out of this now

but wasn't a bad LIC while i was in there

 

[divs4ever]

@debtfree

WORKED EXAMPLE PROPOSED SCHEME CONSIDERATION

QVE Equities Limited (ASX:QVE) (QVE) refers to the proposed scheme of arrangement (Scheme) under which it is proposed that WAM Leaders Limited (WAM Leaders) (ASX:WLE) acquire all the QVE Shares on issue.

If the Scheme is approved and becomes effective, QVE Shareholders will have the option to receive Scheme Consideration in one of the following forms:

(a) New WAM Leaders Shares1(Scrip Consideration); or
(b) a cash amount representing the Pre-tax NTA value per QVE Share2 on the Calculation Date,discounted by 2.5% (Cash Consideration); or
(c) a combination of Scrip Consideration and Cash Consideration.

The Scheme Consideration calculation processes are explained in Section 3.2 of the Scheme Booklet.

Section3.2(c) includes a worked example of the Scrip Consideration that assumes a Calculation Date of 31 March 2024.
Section 3.2(d) describes the calculation of the Cash Consideration.
The purpose of this announcement is to provide another, more recent, worked example for the Scheme Consideration, assuming a Calculation Date of 31 May 2024 (being the date of the last available end-of-month Pre-tax NTA published by QVE and WAM Leaders at the time of this announcement).

Worked Example – Scrip Consideration For the Scrip Consideration, the number of New WAM Leaders Shares to be issued per QVE Share is not fixed.It will be calculated based on the relative Pre-tax NTA per share of QVE and WAM Leaders at 5.00pm (Sydney time) on the day the scheme becomes legally binding, currently expected to be 4 July 2024 (Calculation Date).

As a result, QVE Shareholders that receive Scrip Consideration will not know the exact number of New WAM Leaders Shares they will receive until after the Scheme Meeting and immediately before the Implementation Date, currently expected to be 15 July 2024.

Applying the Pre-tax NTA per share value published by QVE and WAM Leaders as at 31 May 2024, adjusted for estimated transaction related costs and the WLE Contribution3(in the case of QVE), and assuming a QVE Shareholder holding 1,000 QVE Shares, the Scrip Consideration calculation is determined as follows:𝐶𝑈 = (𝐴 / 𝐵) × 𝐷where:CU = the number of New WAM Leaders Shares to be issued to each Scrip Participant (as defined in the Scheme Booklet) (rounded to the nearest whole number in accordance with the Scheme);A = $0.9817, being the Pre-tax NTA value per QVE Share as at 31 May 2024 (of $0.9985) less the net amount of estimated transaction costs and the WLE Contribution as at that date (of$0.0168);B = $1.3260, being the WAM Leaders Pre-tax NTA value per WAM Leaders Share as at 31 May 2024(of $1.3262), less estimated transaction costs not incurred as at that date (of $0.0002);
andD = 1,000.1

For each Scheme Share, that number of New WAM Leaders Shares based on the relative Pre-tax NTA value per share of QVE and WAMLeaders on the Calculation Date as determined by the formula set out in Section 3.2(c) of the Scheme Booklet.

The Pre-tax NTA value stake into account all accrued but not yet paid Transaction Costs.2
The Pre-tax NTA value takes into account all accrued but not yet paid Transaction Costs.3
As defined in the Scheme Booklet (of $550,000 including GST (or $0.0024 per QVE Share)).

2In this worked example, the illustrative exchange ratio (being A / B) is 0.7404 and CU = 740.4. As there is a fractional entitlement to less than 0.5 of a New WAM Leaders Share, CU will be rounded down to the nearest whole number.
Accordingly, the QVE Shareholder would receive 740 New WAM Leaders Shares in exchange for 1,000 QVE Shares.

Based on the illustrative exchange ratio and the closing price of WAM Leaders Shares on 31 May 2024 (of $1.30),the indicative value of the Scrip Consideration is equivalent to $0.962 per QVE Share and represents a premium of:
• 6.3% to the closing price of QVE Shares of $0.905 on 30 January 20244;
• 7.7% to the 1-month volume weighted average price (VWAP) of QVE Shares of $0.893 up to and including30 January 20244; and
• 10.3% to the 3-month VWAP of QVE Shares of $0.872 up to and including 30 January 20244.
It is important to note that the indicative value of the Scrip Consideration and associated premiums stated above have not been adjusted for QVE’s last two fully franked quarterly dividends paid to QVE Shareholders since 30 January 2024, which total 2.6 cents per share (cps) (specifically, QVE’s December 2023 dividend of 1.3 cps paid on1 March 2024 and QVE’s March 2024 dividend of 1.3 cps paid on 31 May 2024).
If an adjustment had been made for the two fully franked quarterly dividends, it would have increased the premiums stated above.

Worked Example – Cash Consideration The Cash Consideration per QVE Share is not fixed.

It will be calculated at a 2.5% discount to the Pre-tax NTA per QVE share on the Calculation Date.
As a result, QVE Shareholders that receive Cash Consideration will not know the exact value until after the Scheme Meeting and immediately before the Implementation Date, currently expected to be 15 July 2024.

Applying the Pre-tax NTA per share value published by QVE as at 31 May 2024, adjusted for estimated transaction related costs and the WLE Contribution, the Cash Consideration calculation is determined asfollows:𝐸 = 𝐹 × (1 − 0.025)where:E = the Cash Consideration per QVE Share as at 31 May 2024; andF = $0.9817, being the Pre-tax NTA value per QVE Share as at 31 May 2024 (of $0.9985) less the net amount of estimated transaction costs and the WLE Contribution as at that date (of$0.0168).In this worked example, E = $0.957, being the illustrative value of the Cash Consideration, which represents a premium of:
• 5.8% to the closing price of QVE Shares of $0.905 on 30 January 20244;
• 7.1% to the 1-month VWAP of QVE Shares of $0.893 up to and including 30 January 20244; and
• 9.7% to the 3-month VWAP of QVE Shares of $0.872 up to and including 30 January 20244.It is important to note that the indicative value of the Cash Consideration and associated premiums stated above have not been adjusted for QVE’s last two fully franked quarterly dividends paid to QVE Shareholders since 30January 2024, which total 2.6 cps (specifically, QVE’s December 2023 dividend of 1.3 cps paid on 1 March 2024 andQVE’s March 2024 dividend of 1.3 cps paid on 31 May 2024).

If an adjustment had been made for the two fully franked quarterly dividends, it would have increased the premiums stated above.4 Being the day prior to WAM Leaders’ announcement on 31 January 2024 regarding the Intended Takeover Offer (that is, the last day before the market became aware of a potential transaction to acquire QVE reflecting an “undisturbed” price of QVE Shares).3Important Reminder The above calculations are illustrative, reflecting a worked example only.

As explained above, the actual Scheme Consideration will be calculated using the Pre-tax NTA of QVE and WAM Leaders as at 5.00pm (Sydney time) on the Calculation Date (expected to be 4 July 2024) and is expected to be announced on the ASX on 11 July 2024.

Accordingly, the actual Scheme Consideration will not be known until immediately before the Scheme is implemented.

Independent Expert Lonergan Edwards & Associates Limited (Independent Expert) has confirmed that each of the Scrip Consideration and Cash Consideration continues to be fair and reasonable and in the best interests of QVE Shareholders.

-ENDS‐



i sold mine in March @ 99 cents a share , on market

 

[Dona Ferentes]

a good editor wouldn't go astray .. any editor, actually

 

[divs4ever]

SCHEME MEETING RESULTS

QV Equities Limited (ASX: QVE) (QVE or the Company) announces that QVE Shareholders have today voted in favour of the proposed acquisition of all the issued shares in QVE by WAM LeadersLimited (ASX: WLE) (WAM Leaders) by way of a scheme of arrangement (Scheme).

Unless otherwise indicated, capitalised terms used in this announcement have the meaning given to them in the explanatory statement distributed to QVE Shareholders and released to the ASX (asapproved by the Court on 28 May 2024) (Scheme Booklet).

Results of the Scheme Meeting In accordance with ASX Listing Rules 3.13.2 and section 251AA of the Corporations Act 2001 (Cth),QVE advises that the resolution to approve the Scheme (Scheme Resolution), as set out in the Notice of Meeting in Annexure D of the Scheme Booklet, was approved by the requisite majorities of QVE Shareholders at the Scheme Meeting held earlier today pursuant to orders made on 24 May 2024 by the Federal Court of Australia (Court).

Voting was conducted by a poll, and in summary:
• 91.87% of QVE Shareholders present and voting (in person or by proxy, attorney or corporate representative) voted in favour of the Scheme Resolution; and
• 92.29% of the votes cast by QVE Shareholders were in favour of the Scheme Resolution.Details of the valid proxies received and votes cast are set out in Annexure A to this announcement.

i sold mine in March @ 99 cents a share , on market

 

[divs4ever]

@debtfree

IMPLEMENTATION OF SCHEME AND DELISTING

QV Equities Limited (ASX: QVE) (QVE or the Company) is pleased to announce that the acquisition of QVE by WAM Leaders Limited (ASX: WLE) (WAM Leaders) by way of a scheme of arrangement (Scheme) under which WAM Leaders acquired all of the shares in QVE, as approved by QVE shareholders on 28 June 2024 and the Federal Court of Australia on 4 July2024, has today been implemented.

The effect of the implementation of the Scheme is set out in the explanatory statement distributed to QVE shareholders and released to the ASX (as approved by the Court on 28May 2024) (Scheme Booklet). A copy of the Scheme Booklet is available atwww.qvequities.com/schemebooklet.

Unless otherwise indicated, capitalised terms used in this announcement have the meaning given to them in the Scheme Booklet.Scheme ConsiderationIn accordance with the Scheme, all QVE shareholders who held QVE shares at 5:00pm(Sydney Time) on 8 July 2024 have today been issued their Cash Consideration of $0.9576per Scheme Share, or New WAM Leaders Shares or a combination of both Cash-consideration and New WAM Leaders Shares (in accordance with their Election, if made)(Scheme Consideration).

Details of the formula used to determine the number of New WAM Leaders Shares issued per QVE Share and the Cash Consideration per QVE Share is provided in our announcement of 11 July 2024. A total of 103,480,382 New WAM Leaders Shares were issued and a total of$82,453,283.26 in cash was paid today in accordance with the Scheme.

Eligible QVE Scrip Participants will soon receive a holding statement confirming the number of New WAM Leaders Shares they have been issued under the Scheme.

The New WAM Leaders Shares that would otherwise have been issued to the Ineligible Overseas Shareholders have been issued to Taylor Collison (the appointed Sale Agent).

The net proceeds from the sale of these shares will be distributed to the Ineligible Overseas Shareholders in accordance with the process explained in the Scheme Booklet.

Ordinary trading in the New WAM Leaders Shares issued as Scheme Consideration will commence tomorrow, 16 July 2024.Changes to QVE directors and company secretary With effect from today:

• Peter McKillop, Linda Wing Yeung Fox, Eamonn Roles, Anton Tagliaferro and SimonConn have each resigned as directors of QVE;
• Zac Azzi has resigned as company secretary of QVE; and
• Geoff Wilson, Martyn McCathie and Jesse Hamilton have been appointed as directors of QVE and Huseyin Dervish has also been appointed as the QVE company secretary.

Delisting of QVEAn application has been made to remove QVE from the official list of ASX, which is expected 2to take effect from close of trading tomorrow, 16 July 2024

.-ENDS‐

 

[System]

On July 16th, 2024, QV Equities Limited (QVE) was removed from the ASX's Official List in accordance with Listing Rule 17.11, following implementation of the scheme of arrangement between QVE and its shareholders in connection with the acquisition of all the issued capital in QVE by WAM Leaders Limited (WLE).