WAM Leaders : and Absolute Equity Performance Fund to merge

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WAM Leaders and Absolute Equity Performance Fund	14 June 2022
set to merge
ASX announcement

WAM Leaders Limited (WAM Leaders) (ASX: WLE) and Absolute Equity Performance Fund Limited

(AEG) (ASX: AEG) are pleased to announce that they have entered into a Scheme Implementation Agreement (which is annexed to this announcement) to merge the two entities (Proposed Transaction).

It is proposed that WAM Leaders will acquire 100% of the shares in AEG through a Scheme of Arrangement (Scheme). Under the Scheme, AEG shareholders will receive new WAM Leaders shares (Scrip Consideration) as consideration for their AEG shares. The number of WAM Leaders shares to be offered for each AEG share will be determined by a formula based on the ratio of the net tangible assets (NTA) of WAM Leaders before tax (pre-taxNTA) to the pre-tax NTA of AEG. Using the latest available pre-tax NTA of WAM Leaders (dated 30 April 2022) and the latest available pre-tax NTA of AEG (dated 31 May 2022), as an example1, AEG shareholders would receive 0.622 new WAM Leaders shares for each AEG share they hold under the Proposed Transaction, with an indicative market value of $0.92 per AEG share, representing a 10.6% uplift over the closing share price of AEG on 10 June 2022.

It is the current intention of the WAM Leaders Board to ensure that all AEG shareholders who receive WAM Leaders shares under the Scheme will be eligible to receive any FY2022 fully franked final dividend that is paid by WAM Leaders.

The proposed merger of WAM Leaders and AEG follows AEG's consultation process announced on 16 February 2022, under which the AEG Board and its advisors evaluated a range of alternatives with a view to maximise value for all AEG shareholders.

WAM Leaders Chairman and Chief Investment Officer Geoff Wilson AO said: "The WAM Leaders and AEG Boards of Directors believe that the Scheme will be beneficial to both companies and result in a strong merged entity leveraging Wilson Asset Management's investment strategy. We look forward to welcoming AEG shareholders to the Wilson Asset Management family as we continue to grow WAM Leaders."

AEG Board of Directors' recommendation

Subject to the independent expert determining that the Proposed Transaction is in the best interests of AEG shareholders, and in the absence of a superior proposal, the AEG Board of Directors believe the Proposed Transaction is in the best interests of AEG shareholders and intend to vote any AEG shares they own or control in favour of the Proposed Transaction.

Reasons for the AEG Board's recommendation will be provided in a Scheme Booklet which AEG will distribute in due course. The Scheme Booklet will include details of the Scheme, including an independent expert's report, the scheme of arrangement document, and the deed poll in favour of the AEG shareholders.

AEG Chairman Marc Fisher said: "Wilson Asset Management's reputation for putting shareholders first mirrors our own, and reflects the outcome the AEG Board sought when embarking upon the consultation process. Wilson Asset Management's pioneering strategies and strong focus on fully-franked dividend income for shareholders deliver them a deservedly unrivalled position in the LIC space, and I very much look forward to working with them."

1 Based on WAM Leaders closing share price of $1.485 per share as at 10 June 2022 and pre-tax NTA of $1.532 as at 30 April 2022, and AEG's closing share price of $0.835 per share as at 10 June 2022 and pre-tax NTA of $0.953 as at 31 May 2022. The implied value of the Offer depends on the value of WAM Leaders share price and pre-tax NTA, and AEG's pre-tax NTA, at the Calculation Date and the WAM Leaders share price at the time the Scheme consideration is issued (on the Implementation Date), and could be higher or lower than the example used.

WAM Leaders Limited	Absolute Equity Performance Fund Limited	Page 1 of 4
ABN 33 611 053 751	ABN 17 608 552 496

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On implementation of the Proposed Transaction, an invitation will be made to AEG Chairman, Marc Fisher, to join the WAM Leaders Board subject to the corporate governance processes and protocols of WAM Leaders.

Key benefits of the Proposed Transaction for AEG shareholders

The Proposed Transaction will create a single listed investment company with a larger capital and shareholder base, to be managed by Wilson Asset Management.

The WAM Leaders Board of Directors believe the merged entity will deliver the following benefits:

• the potential to exit their investment in AEG at or above the stated pre-tax NTA backing of the company and at a premium to the share price of AEG;
• Wilson Asset Management's investment expertise and experience;
• Wilson Asset Management's commitment to shareholder engagement;
• a history of paying fully franked dividends to shareholders;
• WAM Leaders' track record of investment portfolio performance; and
• WAM Leaders' greater market capitalisation and on-market liquidity.

Key benefits of the merger for WAM Leaders shareholders

If the Proposed Transaction proceeds, it will create a single listed investment company with a larger capital and shareholder base. On a pre-tax NTA basis, it is expected that the WAM Leaders net assets will increase by approximately $86.0 million2 as at 30 April 2022.

The WAM Leaders Board of Directors believe the merged entity will deliver the following benefits for WAM Leaders shareholders:

• a stable and clearly articulated investment strategy and a proven investment manager with a track record of delivering investment portfolio outperformance for shareholders since inception in May 2016;
• a reduced management expense ratio as a result of the removal of duplication of expenses such as ASX listing fees, share registry fees, auditing fees, compliance costs and other public listed company costs, as well as a larger pool of assets to spread the expenses across;
• access to greater on-market liquidity for shareholders;
• improving the prospect of broker and research coverage;
• garnering additional interest from financial planners; and
• equitably and efficiently grow the Company's pre-tax NTA to approximately $1,670.6 million2 with approximately 24,700 shareholders.

Scheme Implementation Agreement and indicative timeline

WAM Leaders and AEG have entered into the attached Scheme Implementation Agreement, which contains the terms and conditions on which WAM Leaders and AEG will implement the Proposed Transaction. The Scheme Implementation Agreement includes a number of customary clauses and is subject to conditions precedent including AEG 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 AEG shareholders and the Federal Court approving the Scheme.

2 Based on the WAM Leaders pre-tax NTA of $1.532 as at 30 April 2022 and AEG's pre-tax NTA of $0.953 as at 31 May 2022.

WAM Leaders Limited	Absolute Equity Performance Fund Limited	Page 2 of 4
ABN 33 611 053 751	ABN 17 608 552 496

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Subject to any adjustments required by ASIC or ASX, the date and time for determining the exchange ratio will be 5pm on the date the Scheme becomes legally binding, i.e. after both AEG shareholders and the court have approved the Proposed Transaction (Calculation Date). This will ensure that changes to AEG and WAM Leaders' respective NTA's before the Scheme has been approved will be taken into account in the determination of the exchange ratio.

It is currently anticipated that AEG shareholders will be given the opportunity to vote on the Scheme at a meeting expected to be held in September 2022. Detailed information relating to the Scheme will be set out in the Scheme Booklet, which is expected to be sent to AEG shareholders during August 2022.

An indicative timetable for the Proposed Transaction is set out below:

Event	Expected Date
First Court date	Early August 2022
Scheme Booklet to Absolute Equity Performance Fund sent to shareholders	Early August 2022
Scheme Meeting	Mid September 2022
Second Court date	Mid-Late September 2022
Effective date / Calculation date for the exchange ratio	Late September 2022
Record date	Late September 2022
Implementation date	Early October 2022
The indicative timetable is subject to finalisation and review with the ASX.

Contact details and advisors

AEG is being advised by Mont Lawyers as legal adviser.

For further information, please contact:

Lisa Dadswell

Company Secretary

[e-mail]

WAM Leaders is being advised by Mills Oakley as legal adviser.

Chief Financial Officer & Company Secretary	Senior Corporate Affairs Advisor
Jesse Hamilton	Camilla Cox
T: 0401 944 807	T: [phone]
E: [e-mail]	E: [e-mail]

This announcement has been authorised by the boards of WAM Leaders Limited and Absolute Equity Performance Fund Limited.

About Absolute Equity Performance Fund

Absolute Equity Performance Fund Limited (ASX: AEG) provides investors with a diversified portfolio of Australian listed equities, with the aim of achieving positive returns regardless of share market performance, through an "equity market neutral" style of investing. AEG's objective is to deliver absolute returns through capital growth and income regardless of market movements.

WAM Leaders Limited	Absolute Equity Performance Fund Limited	Page 3 of 4
ABN 33 611 053 751	ABN 17 608 552 496

For personal use only

About WAM Leaders

WAM Leaders Limited (ASX: WLE) is a listed investment company (LIC) managed by Wilson Asset Management. Listed in May 2016, WAM Leaders provides investors with exposure to an active investment process focused on identifying large-cap companies with compelling fundamentals, a robust macroeconomic thematic and a catalyst. The Company's investment objectives are to deliver a stream of fully franked dividends, provide capital growth over the medium-to-long term and preserve capital.

All major platforms provide access to WAM Leaders, including AMP North, BT Panorama, Colonial First State FirstWrap, Netwealth, Macquarie Wrap and Hub24. WAM Leaders receives coverage from the following independent investment research providers:

About Wilson Asset Management

Wilson Asset Management has a track record of making a difference for shareholders and the community for more than 20 years. As the investment manager for eight leading LICs: WAM Capital (ASX: WAM), WAM Leaders (ASX: WLE), WAM Global (ASX: WGB), WAM Microcap (ASX: WMI), WAM Alternative Assets (ASX: WMA), WAM Strategic Value (ASX: WAR), WAM Research (ASX: WAX) and WAM Active (ASX: WAA), Wilson Asset Management invests over $5.4 billion on behalf of more than 120,000 retail investors.

Wilson Asset Management created and is the lead supporter of the first LICs to deliver both investment and social returns: Future Generation Australia (ASX: FGX) and Future Generation Global (ASX: FGG). Wilson Asset Management advocates and acts for retail investors, is a member of the global philanthropic Pledge 1% movement, is a significant funder of many Australian charities and provides all team members with $10,000 each year to donate to charities of their choice. All philanthropic investments are made by the Investment Manager.

For further information, visit wilsonassetmanagement.com.auor contact:

Geoff Wilson AO	Kate Thorley	Jesse Hamilton	Camilla Cox
Chairman &	Chief Executive Officer	Chief Financial Officer	Senior Corporate Affairs
Chief Investment Officer	[phone]	[phone]	Advisor
[phone]	0405 115 644	0401 944 807	[phone]
.

WAM Leaders Limited	Absolute Equity Performance Fund Limited	Page 4 of 4
ABN 33 611 053 751	ABN 17 608 552 496

For personal use only

Scheme

Implementation

Agreement

BETWEEN

WAM Leaders Limited (ACN 611 053 751)

(WAM Leaders)

AND

Absolute Equity Performance Fund Limited

(ACN 608 552 496) (AEG)

MILLS OAKLEY

Level 7, 151 Clarence Street

SYDNEY NSW 2000

Telephone: [phone]

Facsimile: [phone]

www.millsoakley.com.au

Ref: LYRS/3567987