360 Capital Total Return Fund (ASX:TOT), managed by 360 Capital Group Limited (ASX:TGP) entered into scheme implementation deed to acquire remaining 88.3% stake in URB Investments Limited (ASX:URB) from Washington H. Soul Pattinson and Company Limited (ASX:SOL) and others for AUD 85.8 million on October 14, 2019. Under the deed, URB Investments Limited will receive 0.9833 units of 360 Capital Total Return Fund for each share of URB Investments Limited. In case, URB Investments Limited grant a loan to 360 Capital Total Return Fund after the distribution record date, then shareholders of URB Investments Limited will receive cash consideration of AUD 0.0225 per share. If implementation of scheme occurs prior to distribution record date and after end date of February 28, 2019, then cash consideration will not be a part of scheme consideration. If the transaction is terminated by 360 Capital Total Return Fund, it will pay AUD 0.83 million as break fee to URB Investments Limited while if it is terminated by URB, then it will pay AUD 0.76 million to 360 Capital Total Return Fund.

The transaction is subject to number of conditions including court approval, regulatory approvals from ASIC and ASX, approval by URB shareholders, provision of true warranties by the parties, fair and reasonable report by independent expert in favor of transaction, the ASX approving the quotation of the New TOT Securities and the novation of the investment management agreement between URB and Contact Asset Management Pty Ltd to 360 Capital Group Limited. The scheme meeting of URB shareholders will be held on December 6, 2019. The Board of Directors of URB Investments Limited consider that the scheme is in the best interests of URB shareholders and intend to unanimously recommend the URB shareholders to vote in favor of the scheme in the absence of superior proposal and subject to the independent expert concluding, and continuing to conclude, that the scheme is fair and reasonable and in the best interests of URB Shareholders. Washington H. Soul Pattinson and Company Limited who holds 12.35% of the Shares in URB, is supportive of the proposed merger and has indicated its intention to vote all URB Shares it holds in favor of the scheme. On December 6, 2019, shareholders of URB Investments approved the transaction. Federal Court of Australia approved the merger on December 10, 2019. The transaction is expected to be legally effective from December 11, 2019 and the scrip consideration is expected to be issued on December 20, 2019 and commencement of trading of new TOT securities on ASX on a normal settlement basis is expected to take place on December 23, 2019.

Lonergan Edwards & Associates Limited acted as independent expert to URB Board. Andover Corporate Finance, Ashurst and McGrathNicol Services Pty Ltd. acted as financial advisor, legal advisor and financial due diligence provider to URB Investments Limited. Link Market Services Limited acted as registrar to URB Investments Limited. BG Capital Corporation Limited and Clayton Utz acted as financial and legal advisors to 360 Capital Total Return Fund, managed by 360 Capital Group Limited.

360 Capital Total Return Fund (ASX:TOT), managed by 360 Capital Group Limited (ASX:TGP) complete the acquisition of remaining 88.3% stake in URB Investments Limited (ASX:URB) from Washington H. Soul Pattinson and Company Limited (ASX:SOL) and others on December 11, 2019.