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Summary

On 2 June 2025, Washington H. Soul Pattinson and Company Limited (Soul Patts, ASX: SOL) and Brickworks Limited (ASX: BKW) announced a binding Combination Deed to merge the two companies under a newly listed parent company ("Topco"). The merger was carried out through two separate, inter-conditional schemes of arrangement: a BKW Share Scheme and a SOL Share Scheme.

Under the schemes, a new holding company (First Services Company Ltd) acquired all the shares in both Soul Patts and Brickworks. Topco was then renamed Washington H. Soul Pattinson and Company Limited and now trades on the ASX under the existing ticker SOL.

• Announcement date: 2 June 2025
• Merger terms:
  • BKW shareholders: 0.82 new SOL (Topco) shares for each BKW share held on the record date
  • SOL shareholders: 1 new SOL (Topco) share for each SOL share held on the record date
• Implied value: $30.28 per BKW share, a 10.1% premium to BKW's closing price of $27.51 on 30 May 2025
• Scheme meetings: 10 September 2025. 98.81% of votes cast by BKW shareholders and 92.42% of votes cast by SOL shareholders were in favour
• Court approval: 12 September 2025 (Supreme Court of New South Wales)
• Schemes effective / last day of trading in BKW and old SOL shares: 15 September 2025
• New SOL shares traded on a deferred settlement basis (ticker SOLDA): from 16 September 2025
• Record date: 7:00pm (Sydney time), 17 September 2025
• Implementation date: 23 September 2025
• New SOL shares traded on a normal settlement basis (ticker SOL): from 24 September 2025
• Brickworks removed from the ASX official list: 24 September 2025

Soul Patts and Brickworks had held shares in each other since 1969. Before the merger, Soul Patts owned about 43% of Brickworks and Brickworks owned about 26% of Soul Patts. The merger removed this cross-shareholding and created a simpler, larger company with an expected market capitalisation of around $14 billion, a broader shareholder base and more liquidity. BKW shareholders gained exposure to Soul Patts' diversified investment portfolio (listed equities, private equity, credit and property), while SOL shareholders gained more exposure to Brickworks' building products business and its industrial property joint ventures with Goodman Group.

After the merger, former SOL shareholders own about 72% of the combined company, former BKW shareholders about 19%, and new investors from the Topco capital raising about 9%.

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Tax implications

Capital Gains

Working out your net capital gain or net capital loss for the 2026 year

The ATO has issued class rulings for both schemes: CR 2025/72 for Brickworks shareholders and CR 2025/71 for Soul Patts shareholders.

For BKW shareholders, CGT event A1 happened when your BKW shares were disposed of to the Topco group on the implementation date (23 September 2025). The capital proceeds for each BKW share are the market value of 0.82 of a new SOL share at that time. This means the merger falls in the 2026 income year (1 July 2025 to 30 June 2026).

If you make a capital gain, you may be able to choose scrip for scrip rollover relief, which lets you defer the capital gain:

• If you choose rollover relief, the capital gain is disregarded. The cost base of your new SOL shares is worked out from the cost base of your BKW shares (the ATO accepts dividing the total cost base of your BKW shares by the number of new SOL shares you received), and your new SOL shares are treated as acquired on the date you originally acquired your BKW shares for CGT discount purposes.
• If you do not or cannot choose rollover relief, you must include the capital gain or loss in your 2026 tax return. The cost base of your new SOL shares is the market value of the BKW shares you gave up, and they are treated as acquired on the implementation date.

Rollover relief is not available for a capital loss. Foreign residents whose BKW shares were not taxable Australian property disregard any capital gain or loss.

To work out your net capital gain or net capital loss for the year, you must take into account:

• any other capital gains or capital losses you make in the 2026 income year from other transactions
• any net capital losses carried forwards from earlier income years
• whether you can apply the CGT discount to any part of your net capital gain.

SOL shareholders should refer to CR 2025/71, which covers the exchange of old SOL shares for new SOL shares on a one-for-one basis.

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How to handle this in Sharesight

If you held Brickworks (BKW) shares

1 – On the Overview page, select BKW.ASX

2 - Select Edit holding tab

3 - Select Merge this holding

4 - Date of Merger: 23 September 2025

5 - New holding: Search: SOL.ASX

6 - Quantity: 0.82 new SOL shares for every BKW share

For example, 1,000 BKW shares gets 820 SOL shares.

Fractional entitlements were rounded to the nearest whole share (0.5 or more rounded up). For example, 125 BKW shares × 0.82 = 102.5, which is rounded up to 103 SOL shares. Check your holding statement for the exact number of shares you received.

7 - Select Save changes

If you already hold SOL shares in the same portfolio, the new shares from the merger are added to your existing SOL holding.

If you held Soul Patts (SOL) shares

Soul Patts shareholders received 1 new SOL share for each SOL share held, and the new shares trade under the same SOL.ASX ticker. Because the ticker and the number of shares did not change, you generally don't need to make any changes to your SOL holding in Sharesight.

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FAQ

What happens to my BKW shares after the merger?

Your BKW shares were transferred to the Topco group on 23 September 2025 and Brickworks was removed from the ASX on 24 September 2025. Unless you are an Ineligible Foreign Shareholder, you received 0.82 new SOL shares for each BKW share you held on the record date (17 September 2025).

What happens to my SOL shares after the merger?

Your old SOL shares were exchanged for new SOL shares in the new parent company on a one-for-one basis. The new company has the same name (Washington H. Soul Pattinson and Company Limited) and the same ticker (SOL), so you hold the same number of SOL shares as before.

Do I need to take any action?

You typically don't need to take any action with your broker, as the share exchange happened automatically. In Sharesight, BKW shareholders should merge their BKW holding into SOL using the steps above so that their portfolio shows the correct holding and cost base. It's always best to check the official announcements for any specific instructions.

What do I receive for my shares?

• BKW shareholders: 0.82 new SOL shares for each BKW share
• SOL shareholders: 1 new SOL share for each SOL share

If you are an Ineligible Foreign Shareholder, the new SOL shares you would otherwise have received were issued to a sale agent and sold on the ASX, and your share of the net sale proceeds was paid to you in cash. For BKW shareholders, Ineligible Foreign Shareholders were generally those with a registered address outside Australia, New Zealand and the other jurisdictions listed in the Brickworks Combination Booklet.

What does SOLDA mean?

SOLDA was the temporary ticker used for the new SOL shares while they traded on a deferred settlement basis between 16 and 23 September 2025. From 24 September 2025, the shares traded under SOL.ASX on a normal settlement basis. If you bought or sold during this period, record the trade against SOL.ASX in Sharesight.

Is this merger a taxable event?

The merger is likely a taxable event. However, you may be eligible for scrip for scrip rollover relief if you make a capital gain on your BKW shares. Consult with a tax professional for personalised advice.

You can calculate your estimated tax liability using our CGT calculator. If you have more than one trade, you can add them in Sharesight and run the CGT Report to calculate your tax liability.

Will Sharesight track my cost base if I choose rollover relief?

Yes. When you merge BKW into SOL, Sharesight carries the cost base of your BKW shares across to your new SOL shares. You can find your cost base information in the Historical Cost report.

If you don't have a Sharesight account, sign up here for free, enter the date you bought BKW, and follow the steps above to keep track of the cost base.

Why did Soul Patts and Brickworks merge?

The two companies had a cross-shareholding for 56 years. Merging them removed this cross-shareholding, simplified the company structure and created a larger, more diversified investment house with greater liquidity. The merger was unanimously recommended by the Soul Patts board and the independent directors of Brickworks.

How does this merger affect my portfolio concentration risk?

If you held both BKW and SOL shares, your two holdings are now combined into a single SOL holding, which may increase your exposure to one company. You can find out your portfolio diversification using the Diversity report.

The guide above is a suggestion on how to handle the corporate action in Sharesight and is not financial or tax advice. We advise you to consult your financial advisor or broker. We also encourage you to review the official documents for full details.