WCM Global Long Short : Update - Proposed Restructure -Share Price Discount to NTA

29 April 2022

EXECUTION OF IMPLEMENTATION DEED - Scheme to exchange WLS shares for units in WCM Global Long Short Fund (Managed Fund)

Summary

• • WCM Global Long Short Limited (ASX:WLS) (the Company or WLS) has executed an implementation deed (Deed) with Contango Funds Management Limited (CFML) and Associate Global Partners Limited as the trustee (RE) for the WCM Global Long Short Fund (Managed Fund) (Fund) in relation to the proposed restructure of the Company (Proposed Restructure).

• • The Proposed Restructure, if implemented, will result in WLS shareholders exchanging their WLS shares for units in the Fund, a newly registered unlisted managed investment scheme.

• • The independent board committee (IBC) of WLS considers the Proposed Restructure to be a straightforward way of enabling shareholders to enter and exit the Fund at values much closer to the underlying value of the WLS investment portfolio (Portfolio).

• • The Fund will invest in the same underlying portfolio as WLS, being the WCM Quality Global Growth Long Short Equity Strategy, approved by shareholders in 2020.

Overview

On 24 January 2022, the Company announced that, in response to the share price discount to net tangible assets (NTA), an IBC had been established to negotiate a restructure of WLS to address this issue.

The Company is pleased to announce that it has executed a Deed in relation to the Proposed Restructure with CFML and the RE of the Fund.

Under the Proposed Restructure, shares in WLS, a listed investment company, will be converted to units in the Fund.

If the Proposed Restructure is approved and implemented:

•  WLS shareholders will exchange their WLS shares for units in the Fund on a one-for-one basis;

•  WLS will become wholly owned by the Fund and will be delisted from the ASX;

•  the Portfolio will be transferred to the Fund;

•  the investment management agreement between WLS and CFML will be terminated, without any termination fees becoming payable to CFML;

•  the Fund will continue to engage WCM Investment Management, LLC to manage the Portfolio as Investment Adviser, on materially the same terms as were approved by WLS shareholders in 2020 (including the method of calculating management and performance fees); and

•  unitholders in the Fund will be able to request the withdrawal of all or some of their units in accordance with the constitution of the Fund.

WCM Global Long Short Limited
ABN 160 959 991	T 1300 001 750
Level 6, 10 Spring Street Sydney	W contango.com.au
NSW 2000	[e-mail]

Rationale

The Proposed Restructure will provide investors with:

•  the opportunity to enter and exit the Fund at values much closer to the underlying value of the Portfolio;

•  the ability to remain invested in the Portfolio, managed by the same investment adviser and employing the same investment strategy as WLS.

A worked example of the value attributable to WLS shareholders under the Proposed Restructure, based on the Company's NAV as at 31 March 2022, is set out below:

The Company's NTA as at 31 March 2022 was $0.712 per WLS share. If the Proposed Restructure had been implemented on that date, and units were immediately redeemed, WLS shareholders would have received units with a net asset value of $0.712 per unit (New Unit NAV).

The New Unit NAV represents a 8.7% premium to the closing price of WLS shares on 31 March 2022 of $0.655 and a 9.5% premium to the 30-day volume weighted average market price of WLS shares to 31 March 2022 of $0.65.

The Fund and the Portfolio

On implementation of the Proposed Restructure, WLS and the Portfolio will become the Fund's sole assets.

The investment strategy has, since inception on 30 June 2014, generated a return of 20.0% per annum, outperforming its benchmark, the MSCI All Country World Index, by an annualised 7.2% per annum.1

The performance of the investment strategy since inception is illustrated graphically on the following page:

1 Data as at 31 March 2022. WCM applies the same investment principles, philosophy and execution approach of its WCM Quality Global Growth Long Short Equity Strategy Composite, which was created on 30 June 2014, to the WLS portfolio. Past performance is not indicative of future performance. Performance is in AUD, net of fees, and includes the reinvestment of all dividends and income. The benchmark for the WLS portfolio is the MSCI All Country World Index (MSCI ACWI Index). For further information please refer to associateglobal.com

ABN 160 959 991	T 1300 001 750
Level 6, 10 Spring Street Sydney	W contango.com.au
NSW 2000	[e-mail]

Value of $10,000 invested

Mar-22

0

Jul-14

Nov-14

Mar-15

Jul-15

Nov-15

Mar-16

Jul-16

Nov-16

Mar-17

Jul-17

Nov-17

Mar-18

Jul-18

Nov-18

Mar-19

Jul-19

Nov-19

Mar-20

Jul-20

Nov-20

Mar-21

Jul-21

Nov-21

WCM Quality Global Growth Equity Strategy CompositeBenchmark

Implementation Deed

The key conditions of the Proposed Restructure are contained in the Deed which is released with this announcement.

The Deed contains terms and conditions on which WLS, CFML and the RE of the Fund will now seek to implement the Proposed Restructure through a Scheme of Arrangement (Scheme). The Scheme is subject to conditions including WLS obtaining all necessary regulatory approvals, court orders and WLS shareholder approvals.

The IBC has commissioned an independent expert's report (IER) to determine whether the Scheme is in the best interests of WLS shareholders.

Indicative Timetable

WLS shareholders do not need to take any action at the present time.

WLS shareholders will be given the opportunity to vote on the Scheme at a meeting expected to be held in August 2022 and, if approved, the Scheme is likely to be implemented in August 2022 subject to court dates.

A Booklet containing information relating to the Proposed Restructure, including details of the shareholder meeting, the reasons for the recommendation of the IBC, a Product Disclosure Statement for the Fund and the IER is expected to be sent to WLS shareholders in June 2022.

ABN 160 959 991	T 1300 001 750
Level 6, 10 Spring Street Sydney	W contango.com.au
NSW 2000	[e-mail]

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

Event	Date
Implementation Deed is executed	29 April 2022
First Court Date *Subject to Court availability	June 2022
Scheme Booklet dispatched to WLS shareholders	Late June 2022
General meeting of WLS shareholders Shareholders consider the resolutions required to approve the Scheme	Early August 2022
Second Court Date *Subject to Court availability	Mid-August 2022
Effective Date Scheme orders lodged with ASIC / Last day of trading in the Company's shares on ASX (with shares suspended from trading on ASX from close of trading)	Mid-August 2022
Implementation Date Scheme consideration is issued / The Fund acquires 100% of the Company	Late August 2022

Note: These dates are indicative only and subject to change.

Sincerely,

Mark Kerr Chairman

WCM Global Long Short LimitedAdditional information

This announcement has been authorised by the IBC of the Company.

For all investor enquiries please contact 1300 001 750 [e-mail].

ABN 160 959 991	T 1300 001 750
Level 6, 10 Spring Street Sydney	W contango.com.au
NSW 2000	[e-mail]

IMPLEMENTATION DEED

WCM Global Long Short Limited

(ACN 160 959 991)

Associate Global Partners Limited (ABN 26 123 611 978)

as trustee of the WCM Global Long Short Fund (Managed Fund)

Contango Funds Management Limited

(ACN 085 487 421)

29 April 2022

WLS Scheme Implementation Deed 290422