Pengana takes WAM feud over PIA to Takeovers Panel

Pengana Capital Group is again attempting to thwart the Wilson Asset Management-led board's share buyback and increased ownership in the Pengana International Equities LIC (PIA), hoping the Takeovers Panel will intervene.

Pengana is seeking to prevent the shareholder-approved buyback from eventuating, as well as the WAM group of entities increasing their voting power in the LIC.

Furthermore, Pengana wants to establish a panel policy-compliant independent board committee, including through the appointment of at least two new independent directors to PIA.

It also seeks fresh shareholder approval for the buyback and in doing so provide PIA shareholders with an independent expert's report in relation to it.

Pengana wants WAM to issue a corrective disclosure, including regarding its intentions with respect to the buyback rights issue.

On July 28, Pengana threatened legal action against PIA, alleging among other things, "material conflicts of interest" were not disclosed in the lead up to the shareholder vote.

The day before, results from the extraordinary general meeting (EGM) showed 65% of unitholders approved the off-market equal access buy-back of up to 100% of PIA shares from eligible shareholders.

Washington H. Soul Pattinson-backed Pengana in its lawsuit, which is now before the Supreme Court of New South Wales, is fighting for a declaration the shareholder resolution approving the buyback is invalid.

Pengana, together with its investment manager and related entities, holds about 2.68% of PIA's shares.

To the Takeovers Panel, Pengana is further claiming the notice of meeting for the July 27 EGM and offer booklet for the buyback are deficient because, among other things, they "do not disclose the intentions of the WAM Group and contain 'imbalanced' disclosure of the control implications of the buyback."

The inclusion of the rights issue has not been sufficiently explained, Pengana said, and there is no pricing disclosure or effective dispersion mechanism in relation to it.

"PIA did not adequately manage actual or perceived conflicts of interest in developing and approving the buyback and rights issue," Pengana said, adding the buyback could result in the WAM Group's voting power increasing above 20%.

WAM and its related entities presently have a combined voting power of 11.83% in PIA.

WAM took over PIA's board in October 2025 with the aim of overhauling its investment strategy amid continued underperformance.

WAM's Geoff Wilson and Jesse Hamilton, Richard Caldwell and Julian Martin were appointed to PIA's board after shareholders voted in favour of their appointments at the annual general meeting.

Brett Jollie was appointed as PIA's chair on 27 November 2025.

Subject to board approval, the $20 billion manager Antipodes Partners is proposed to manage PIA's assets in line with its global small- and mid-cap strategy.

PIA's board has said it believes "Antipodes' disciplined, high-conviction approach, focus on valuation and emphasis on risk management are well suited to PIA and the opportunities ahead."

During FY26, the portfolio was managed by Harding Loevner.