Euroz Hartleys confirms A$145 million BMO sale on track ahead of 16 October vote
Euroz Hartleys Group Limited (ASX:EZL) has updated the market on the conditions precedent to the proposed sale of its Capital Markets business to BMO Australia Pty Limited, a wholly owned subsidiary of the Bank of Montreal (“BMO”). The cash consideration is A$145 million, subject to customary completion adjustments.
The update, dated 14 October 2026, comes two days before the General Meeting on 16 October 2026. Completion “remains on track for this quarter”, subject to the remaining conditions precedent being satisfied or waived.
Key points from the update:
- Good progress has been made since the Explanatory Booklet was despatched, with several conditions now satisfied.
- Shareholder approval at the General Meeting and the Canadian Bank Act regulatory approval are the principal conditions remaining.
- The Independent Expert, Lonergan Edwards & Associates, has not changed or withdrawn its conclusion that the transaction is fair and reasonable to, and in the best interests of, shareholders, in the absence of a superior proposal.
- The Independent Board Committee continues to unanimously recommend that shareholders vote in favour of all resolutions, in the absence of a superior proposal and subject to the Independent Expert continuing to conclude that the Transaction is fair and reasonable to, and in the best interests of, Euroz Hartleys shareholders.
For shareholders heading into the vote, the update sets out which conditions are done and which remain open.
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Conditions precedent progress: what is done and what remains
The conditions are summarised in Section 3.11 of the Explanatory Booklet dated 9 September 2026. At the date of that booklet, all conditions remained outstanding, consistent with the anticipated timetable.
The table below sets out their status as at the date of the announcement.
| Condition | Status | Waivable? | Next step |
|---|---|---|---|
| Consents from financiers (ANZ and Westpac) | Satisfied | Not specified | None |
| Variation of Australian Financial Services Licence by ASIC | Satisfied | Not specified | None |
| Suitably qualified finance responsible manager employment agreement, effective from Completion | Satisfied | Not specified | None |
| Corporate Authorised Representative Agreement | Executed | Not specified | None |
| Consents in respect of the QV1 lease | In progress | Not specified | Consents being progressed |
| Consents for specified material contracts, or new contracts with BMO | In progress | Not specified | A number of contracts dealt with; balance being progressed with counterparties and BMO |
| Completion of the Zenix Restructure | In progress | Not specified | Continuing |
| Completion of agreed separation works | Underway | Not specified | Continuing |
| Alliance Agreement, Transitional Services Agreement, Trading, Clearing and Settlement Agreement | In agreed form | Not specified | Each to be executed before Completion |
| No material adverse event before Completion | No material adverse event has occurred | Not specified | Continues to apply until Completion |
| Key personnel not withdrawing acceptance of BMO employment offers | Each Key Executive has accepted; none has withdrawn | Not specified | Continues to apply until Completion |
| Canadian regulatory approvals | Partly obtained | Not specified | Bank Act (Canada) approval pending |
| Shareholder approval (ASX Listing Rule 11.2; sections 200C and 200E of the Corporations Act) | To be considered at the General Meeting | Cannot be waived | General Meeting on 16 October 2026 |
| Independent Expert conclusion not adversely changed or withdrawn | Conclusion not changed or withdrawn | Cannot be waived | Satisfied if this remains the case at the conclusion of the General Meeting |
The parties continue to work “collaboratively and constructively” towards satisfying the remaining conditions. The Company is not currently aware of any matter that would prevent satisfaction of the conditions precedent by the End Date of 31 January 2027.
Canadian regulatory approvals
Non-objection letters from the Canadian regulator CIRO and the Ontario Securities Commission have been obtained. The Bank Act (Canada) approval is the remaining regulatory item.
BMO has lodged the required application and continues to engage with the relevant Canadian regulator. The announcement does not guarantee the outcome of that process.
Independent Expert and board back the sale
Lonergan Edwards & Associates has concluded that the transaction is fair and reasonable to, and in the best interests of, Euroz Hartleys shareholders. The Independent Expert’s Report was issued with that conclusion, which has not been changed or withdrawn, in the absence of a superior proposal.
This condition cannot be waived. It will be satisfied if the conclusion remains unchanged at the conclusion of the General Meeting.
The Independent Board Committee continues to unanimously recommend a vote in favour of the transaction, the Capital Return and all associated resolutions.
Independent Board Committee recommendation
“The Independent Board Committee continues to unanimously recommend that shareholders vote in favour of the Transaction, the Capital Return and all associated resolutions, in the absence of a superior proposal and subject to the Independent Expert continuing to conclude that the Transaction is fair and reasonable to, and in the best interests of, Euroz Hartleys shareholders.”
Subject to the same qualifications, each director intends to vote all shares held or controlled by them in favour of the resolutions, other than any resolution on which they are excluded from voting.
For readers wanting the background to the deal, our full explainer on the original BMO sale announcement sets out the Alliance Agreement terms, the retained Private Wealth business of roughly A$5 billion in funds under management, and the planned fully franked return of net proceeds.
Shareholder approval required
Approval under ASX Listing Rule 11.2, and of the benefits to the Key Executives under sections 200C and 200E of the Corporations Act, cannot be waived. Both are to be considered at the General Meeting on 16 October 2026.
Understanding why shareholder approval and conditions precedent matter
Conditions precedent are requirements that must be met before a deal can complete. Some can be waived by the parties, while others cannot, which means the deal cannot proceed unless they are satisfied.
ASX Listing Rule 11.2 requires shareholder approval for the disposal of a company’s main undertaking. That makes the 16 October vote a gating item for Completion.
Key remaining items on the path to Completion include:
- Shareholder approval at the General Meeting.
- Bank Act (Canada) approval.
- Execution of the Alliance Agreement, Transitional Services Agreement and Trading, Clearing and Settlement Agreement, along with completion of the separation works.
The announcement states that the dates for the Special Dividend and Capital Return will be separately announced to ASX following Completion. Amounts and dates are not disclosed in this update.
Key dates and what shareholders should watch
Key dates from the announcement:
- General Meeting: 10:00am AWST, Friday 16 October 2026, QV1, Level 37, 250 St Georges Terrace, Perth.
- Proxy deadline: 10:00am AWST, Wednesday 14 October 2026.
- Director nominations close: 5:00pm AWST, Wednesday 21 October 2026.
- AGM: 11:00am AWST, Thursday 26 November 2026.
- End Date: 31 January 2027.
The Company will update the market with specific timing once the final conditions precedent have been satisfied.
About the parties and advisers
BMO Financial Group describes itself as the eighth largest bank in North America by assets, with total assets of $1.5 trillion as of 31 July 2026 and more than 200 years of service. Euroz Hartleys is a leading Western Australian financial services firm providing private wealth, institutional broking and corporate finance services.
Euroz Hartleys is being advised by Grant Samuel as financial advisor and Steinepreis Paganin as legal advisor. Near-term catalysts for shareholders are the General Meeting on 16 October 2026, progress on the Bank Act (Canada) approval, and the Company’s update on Completion timing.
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