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Summary

Pengana International Equities Limited (ASX: PIA), a listed investment company (LIC), completed an off-market equal access share buy-back in September 2026. Eligible shareholders could tender up to 100% of their PIA shares back to the company at a price based on PIA's after-tax net tangible assets (NTA).

The Board proposed the buy-back after a strategic review. PIA shares had traded at a persistent discount to NTA, and shareholders had previously been given no way to exit at close to NTA when the company changed its investment strategy or manager. The buy-back gave shareholders the choice to exit at close to NTA, or to stay invested as the portfolio moves to Antipodes Partners Limited as sub-investment manager (Notice of Meeting and Explanatory Memorandum).

• Buy-back type: off-market equal access buy-back (section 257B(2) of the Corporations Act)
• Shareholder approval: approved at the Extraordinary General Meeting on 27 July 2026, with 66.57% of votes cast in favour (EGM results)
• Buy-back record date: 7 August 2026 (ex-date: 6 August 2026)
• Offer period: 12 August 2026 to 21 September 2026
• Calculation date: 25 September 2026
• Buy-back price: $1.2132 per share (after-tax NTA per share less transaction costs of $0.0015 per share)
• Shares bought back and cancelled: 151,075,060 (about 58.6% of the 257,975,845 shares on issue). 106,900,785 shares remain on issue.
• Cancellation date: 29 September 2026
• Payment date: 6 October to 9 October 2026

Before the buy-back, PIA also paid all shareholders a fully franked special dividend of 12.5 cents per share (record date 3 August 2026, paid 19 August 2026) and a fully franked September-quarter dividend of 1.4 cents per share (record date 1 September 2026, paid 15 September 2026). Shareholders received both dividends whether or not they took part in the buy-back.

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Tax implications

No dividend component

Unlike older off-market buy-backs (such as the Woolworths share buyback), the PIA buy-back price does not include a dividend component. Under the Treasury Laws Amendment (2023 Measures No. 1) Act 2023, no part of the price paid in an off-market buy-back by a listed company is treated as a dividend for tax purposes. There are no franking credits attached to the buy-back price.

Capital gains

Working out your net capital gain or net capital loss for the 2027 year

The whole buy-back price of $1.2132 per share is treated as capital proceeds for capital gains tax (CGT) purposes. If you are an Australian resident:

• you make a capital gain if $1.2132 per share is more than the cost base of the shares you sold back
• you make a capital loss if $1.2132 per share is less than the cost base of the shares you sold back

Because the shares were cancelled on 29 September 2026, this falls in the 2027 income year (1 July 2026 to 30 June 2027).

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 2027 income year from other transactions
• any net capital losses carried forward from earlier income years
• whether you can apply the 50% CGT discount, generally if you held the shares for at least 12 months

An integrity rule can replace the buy-back price with the market value of the shares if the buy-back price was lower than their market value. PIA noted that, based on NTA, the buy-back price was expected to be above the last market price before the announcement. Check with your tax adviser if this applies to you.

Special dividend

The 12.5 cent special dividend and the 1.4 cent quarterly dividend were fully franked. They are taxed as normal dividends, separately from the buy-back. PIA set the timetable so that shareholders who took part in the buy-back could still meet the 45-day holding period rule for the franking credits.

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How to handle this in Sharesight

If you sold shares back to PIA in the buy-back, record it as a sell trade.

1 – On the Overview page, select PIA.ASX

2 – Go to Trades & income > Add trade or adjustment

3 – Trade type: Sell

4 – Trade date: 29 September 2026

5 – Quantity: the number of PIA shares that were bought back

6 – Price: 1.2132

7 – Comments (optional): PIA off-market equal access buy-back 2026

8 – Select Add

For example, if you tendered 10,000 PIA shares, record a sell of 10,000 shares at $1.2132. Your total sale proceeds are $12,132 (10,000 x $1.2132).

Note: Only record the shares that were actually bought back. If you tendered only part of your holding, your remaining PIA shares stay in your portfolio as normal. If you did not take part in the buy-back, you do not need to do anything. Check your buy-back confirmation or holding statement for the exact quantity and payment.

The 12.5 cent special dividend and the 1.4 cent quarterly dividend are separate payments. Sharesight normally records dividends automatically. Check that both appear under Trades & income for PIA, and add them manually if they are missing.

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FAQ

What happened to my shares in the buy-back?

If you tendered shares, PIA bought them back at $1.2132 per share on 29 September 2026 and cancelled them. You no longer hold those shares. Any PIA shares you did not tender stay in your holding, and you continue as a PIA shareholder.

Do I need to take any action?

The buy-back offer closed on 21 September 2026, so you can no longer take part. If you tendered shares, record the sell trade in Sharesight using the steps above. If you did not take part, you do not need to change anything in Sharesight.

When will I be paid?

PIA expected to pay participating shareholders between 6 October and 9 October 2026, in Australian dollars.

Why was the buy-back price $1.2132?

The price was set by a fixed formula: PIA's after-tax NTA per share on the calculation date (25 September 2026), less transaction costs of $0.0015 per share. No discount was applied. Because the special dividend and the September-quarter dividend were paid before the calculation date, the price reflects the NTA after those dividends.

Is the buy-back a taxable event?

Yes. Selling your shares back to PIA is a CGT event, and the whole $1.2132 per share is treated as capital proceeds. There is no dividend component and no franking credit attached to the buy-back price. Consult a tax professional for advice on your own situation.

You can estimate your 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?

Yes. Sharesight tracks the cost base of every parcel of PIA shares you hold. When you record the buy-back as a sell trade, Sharesight calculates the capital gain or loss for the shares sold and keeps the cost base of any shares you still hold. 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 dates you bought PIA, and follow the steps above to keep track of your cost base.

What happens to PIA after the buy-back?

PIA continues as a listed investment company with 106,900,785 shares on issue. Its portfolio is moving to the Antipodes Global Small and Mid-Cap (SMID) strategy, with Antipodes Partners Limited as sub-investment manager. PIA has indicated it may offer remaining shareholders a non-renounceable rights issue to recapitalise the company. If you take part in a future rights issue, see How to record a rights issue, SPP or IPO in Sharesight.

How does the buy-back affect my portfolio concentration risk?

If you sold some or all of your PIA shares, the share of your portfolio held in PIA and in global equities will have dropped. You can check 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.