HUB24 Limited (ASX:HUB) entered into a binding Scheme Implementation Agreement to acquire Xplore Wealth Limited (ASX:XPL) for AUD 58.8 million on October 28, 2020. Under the terms, Xplore shareholders to receive total value of AUD 0.20 per share comprising 50% cash and 50% HUB24 shares, but with flexibility to elect to receive all cash or all shares, with maximum cash consideration of AUD 36 million and maximum shares consideration of AUD 30 million. Xplore option holders will receive cash for each option. In related transactions HUB24 agreed to acquire Ord Minnett's non-custody Portfolio Administration and Reporting Service and HUB24 proposed subscription for new shares in Easton Investment Limited. Transaction will be financed by fully underwritten placement of AUD 50 million, non-underwritten share purchase plan and debt facility arranged through ANZ of AUD 12.5 million. Xplore and HUB24 have also agreed reciprocal break fees of AUD 600,000 payable in certain circumstances. Xplore will be bound by customary exclusivity provisions including “no shop”, “no talk”, “no due diligence”, “notification” and “matching” obligations. Transaction is subject to approval by Xplore shareholders, ASIC, ASX, other governmental authorities, third party and the Court. The Schemes are not subject to due diligence or financing considerations. The Board of Xplore unanimously recommends that Xplore shareholders and option holders vote in favor of the Schemes. On December 18, 2020, Federal Court of Australia ordered to convene a meeting of Xplore shareholders and Xplore option holders. The scheme meeting will take place on February 12, 2021. If the Schemes be approved at the Scheme meetings, the Schemes are intended to be presented at a second court hearing for approval on February 18, 2021. On December 21, 2020, Xplore announce that the Australian Securities and Investments Commission (ASIC) has registered the explanatory statement. The Scheme Booklet will be sent to Xplore securityholders on or before January 12, 2021. The Independent Expert concluded that the Option Scheme is not fair but reasonable and, because it is reasonable, the Option Scheme is in the best interests of Xplore option holders. As on February 12, 2021, Xplore Shareholders voted in favour of the Share Scheme and Xplore Option holders voted in favour of the Option Scheme. The implementation of the Share Scheme and the Option Scheme (together, the Schemes) remains subject to approval by the Federal Court of Australia. As on February 18, The federal court approved the scheme. Transaction has record date of February 24, 2020, with expected to complete February 22, 2020. As of November 26, 2020, the transaction is expected to close in March 2021. All three transactions expected to deliver approximately 13% earnings per share accretion in FY22. The Schemes are expected to be implemented on Tuesday, March 2, 2021. Shaw and Partners Limited acted as financial advisor and Hamilton Locke acted as legal advisor for Xplore.

HUB24 Limited (ASX:HUB) completed the acquisition of Xplore Wealth Limited (ASX:XPL) on February 19, 2021.