Key Highlights

  • The go-shop period under the Brookfield scheme implementation deed ended at 11.59pm Melbourne time on 16 October 2026 with no proposal received.
  • Brookfield has agreed to acquire 100% of RWC shares for US$3.38 cash per share, implying A$4.87 per share at an AUD/USD rate of 0.6947.
  • The Board reaffirmed its unanimous recommendation, in the absence of a superior proposal and subject to the Independent Expert’s continued view that the scheme is in shareholders’ best interests.
  • The Scheme Booklet is expected in early November 2026 and implementation in late December 2026.

Reliance Worldwide Corporation Limited (ASX:RWC) announced on 19 October 2026 the end of the go-shop period under its scheme of arrangement with Brookfield. No alternative proposal was received during the period, and the company’s directors reaffirmed their unanimous recommendation of the transaction.

Background to the Brookfield scheme

On 16 September 2026, RWC announced it had entered a scheme implementation deed (SID) with a company acting on behalf of Brookfield Capital Partners LLC, together with its affiliates and managed funds. Under the deed, Brookfield agreed to acquire 100% of the ordinary shares in RWC for US$3.38 cash per share by way of a scheme of arrangement. The cash consideration implies A$4.87 per share based on an AUD/USD exchange rate of 0.6947 on 16 October 2026.

Outcome of the go-shop process

The SID allowed RWC and its advisers to actively solicit alternative proposals, provide due diligence information and negotiate terms from 16 September 2026 until 11.59pm Melbourne time on 16 October 2026. RWC said it and its financial advisers ran an international market testing process that included strategic and financial buyers. Although there was extensive engagement with potential buyers, no proposal was received. The Board assessed that no proposal is likely to emerge that would be superior to the Brookfield transaction or is reasonably capable of becoming one as at the announcement date.

Restrictions after the go-shop period

With the go-shop period over, the customary no-shop, no-talk and no-due-diligence restrictions in the SID now apply. They remain subject to the fiduciary exceptions in the deed, which allow the Board to respond to any new proposal that could reasonably be expected to become a superior proposal. Brookfield’s matching right continues to apply under the terms of the SID.

Board recommendation and conditions

The directors unanimously recommend that shareholders vote in favour of the scheme, in the absence of a superior proposal and subject to the Independent Expert concluding, and continuing to conclude, that the scheme is in the best interests of RWC shareholders. Subject to those qualifications, each director intends to vote, or cause to be voted, all RWC shares they hold or control in favour of the scheme. The scheme remains subject to customary conditions, including shareholder, Court and regulatory approvals.

Indicative timetable and advisers

The Scheme Booklet is expected to be despatched to shareholders in early November 2026. It will include the reasons for the directors’ recommendation, the Independent Expert’s Report and voting details. The Scheme Meeting is indicatively scheduled for early to mid-December 2026, and implementation is expected in late December 2026, subject to conditions and Court approval. RWC said the timetable is indicative and may change, and that shareholders do not need to take any action at present. Goldman Sachs and Oaktower Partnership are financial advisers to RWC, and Herbert Smith Freehills Kramer is legal adviser.

The release described the go-shop period as full and fair market testing of the transaction. The company said the Scheme Booklet will give shareholders the information needed to vote at the Scheme Meeting.