Allan Gray backs Majority Capital Partners proposal for G8 Education
G8 Education (ASX:GEM) has advised that Allan Gray Australia Pty Ltd (“Allan Gray”), investment manager for 148,209,792 GEM shares (19.59% of GEM shares on issue, as at 11 November 2026), is supportive of the non-binding indicative proposal from Majority Capital Partners Pty Ltd (“MCP”) to acquire all of the shares in GEM by way of a scheme of arrangement (“Proposal”).
The update follows GEM’s announcement of 12 November 2026 and the transaction process deed entered into with MCP.
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What Allan Gray intends to do
Allan Gray’s stated intentions are as follows:
- It intends to vote, or recommend that its clients vote, all GEM shares it manages at the relevant time in favour of the resolutions required to implement the Proposal.
- That intention is subject to an independent expert concluding (and continuing to conclude) that the Proposal is in shareholders’ best interests, and to the absence of a superior proposal.
- Its present intention is to elect, or recommend that its clients elect, to receive shares in the MCP bidder’s holding company for 50% of the consideration payable for the GEM shares it manages (or the nearest percentage permitted), subject to its assessment of final terms and any material developments.
Allan Gray’s statements to GEM are expressed to be conditional on GEM and MCP executing a binding agreement on terms materially the same as the Proposal.
Allan Gray also advised that the number of shares it manages, and the votes it may exercise at the relevant time, may differ from the figures above. Its clients variously hold rights under their investment management agreements to vote or direct voting, to redeem their investment, or to terminate the appointment.
Proposal remains non-binding
The Proposal remains non-binding, and there is no certainty that a binding agreement will be entered into between GEM and MCP or that a transaction will proceed.
The A$0.26 a share proposal represents a 160% premium to GEM’s last close of A$0.10, and the process deed gives MCP up to six weeks of exclusivity, with the first three weeks acting as a hard lock on rival offers.
GEM shareholders do not need to take any action at this time.
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