Pengana threatens legal action against PIA

Pengana Capital Group is threatening legal action against Pengana International Equities (PIA) - the Wilson Asset Management-led board LIC - after shareholders overwhelmingly backed a buy-back it objects to, alleging among other things, "material conflicts of interest" were not disclosed in the lead up to the shareholder vote.

PIA is preparing to defend itself after it received a letter from Corrs Chambers Westgarth advising Pengana instructed it "to commence court proceedings and that court documents will follow once filed."

Results from the extraordinary general meeting (EGM) yesterday 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 will seek to invalidate the resolution to impose orders preventing PIA from implementing the buy-back. Pengana has a 1.34% stake in PIA, while its subsidiary Pengana Investment Management is the investment manager for the LIC.

PIA said its board "will defend those proceedings vigorously and is confident in the validity" of the resolution and "the adequacy of the disclosure provided to shareholders."

According to PIA, the resolution was approved by a substantial majority of shareholders and is intended to provide investors with the option of exiting their investment at a price determined by reference to after-tax net tangible assets (NTA) or remaining invested in the company's future strategy.

WAM successfully took over the board of PIA last October with the aim of overhauling its investment strategy amid continued underperformance.

WAM's Wilson and Jesse Hamilton, and Richard Caldwell and Julian Martin were appointed to PIA's board after shareholders voted in favour of them securing a seat at the annual general meeting (AGM).

They effectively removed Sandi Orleow, David Groves and Russel Pillemer as directors.

In March, Pengana entered into an agreement with Antipodes Partners to assist managing PIA as a sub-manager. It followed a strategic review of the listed investment company, announced in October 2025, to broaden the LIC's investment universe, namely borrowing money to invest in private credit to boost performance. The plan was subsequently rejected by shareholders.

Among its concerns, Pengana argues shareholders were not provided with sufficient information before being asked to vote on the company's future in the lead up to the vote.

It also alleges WAM chair and chief investment officer Wilson, whose LIC, WAM Global (WGB), competes directly with PIA, "has material conflicts of interest".

Pengana alleges Wilson, while serving on the PIA board, proposed a takeover of PIA by WGB during the strategic review process.

Unless a court orders otherwise, PIA said the buy-back will proceed according to the timetable outlined in the notice of meeting, with shareholders to receive further communication regarding the process.

PIA's board argued any delay would "adversely affect shareholders" seeking liquidity, undermine the effect of a shareholder-approved resolution, and create uncertainty around the company's capital management and strategic transition plans.