G8 Education Limited (ASX:GEM) has disclosed that Allan Gray Australia Pty Ltd, the investment manager in respect of 148,209,792 GEM shares representing 19.59% of shares on issue, has advised the company it is supportive of a non-binding indicative proposal from Majority Capital Partners Pty Ltd to acquire all shares in GEM by way of a scheme of arrangement.

Key Points

  • Allan Gray manages 148,209,792 GEM shares, representing 19.59% of GEM shares on issue as at 11 November 2026.
  • Allan Gray intends to vote, or recommend its clients vote, in favour of resolutions required to implement the Majority Capital Partners proposal, subject to conditions.
  • Allan Gray has indicated a present intention to elect, or recommend clients elect, to receive shares in the MCP bidder's holding company for 50% of consideration payable for the GEM shares it manages.
  • The proposal remains non-binding and there is no certainty a binding agreement will be entered into or that a transaction will proceed.

Allan Gray's Conditional Support for the MCP Proposal

According to the filing, Allan Gray's support for the Majority Capital Partners proposal is subject to an independent expert concluding, and continuing to conclude, that the proposal is in shareholders' best interests, and in the absence of a superior proposal. Allan Gray's statements to GEM are further expressed to be conditional on GEM and MCP executing a binding agreement on terms materially the same as the proposal. The filing was released on 13 November 2026, the day following G8 Education's announcement regarding the non-binding indicative proposal and the transaction process deed entered into with MCP.

Share Consideration Election for 50% of Holdings

The filing states that Allan Gray has indicated its present intention 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. This intention is stated to be subject to Allan Gray's assessment of final terms and any material developments. No further details regarding the terms of the consideration or the structure of the MCP bidder's holding company were disclosed in the filing.

Conditions and Uncertainties Noted by GEM Board

The filing notes that the number of shares Allan Gray manages, and the votes it may exercise in respect of the proposal at the relevant time, may differ from the figures referenced, as its clients variously hold rights under their investment management agreements to vote or direct voting, to redeem their investment, or to terminate the appointment. G8 Education stated that the proposal remains non-binding and that GEM shareholders do not need to take any action at this time. The document was authorised for release by the G8 Education Limited Board.