RWC Enters Into Process Deed with Brookfield Capital Partners LLC

ASX Announcement 
18 August 2026 

RWC Enters Process Deed with Brookfield Capital Partners LLC 

Reliance Worldwide Corporation Limited (ASX: RWC) (“RWC” or “the Company”) announces that it has entered into a process deed (“Process Deed”) with Brookfield Capital Partners LLC together with its affiliates and their managed funds (“Brookfield”) following Brookfield’s unsolicited, non-binding, indicative proposal for the acquisition of 100% of the ordinary shares in RWC by way of a scheme of arrangement for a cash offer price of A$4.75 per RWC share (“Proposal”). 

The cash offer price of A$4.75 per share represents: 

a 31.6% premium to RWC's last closing price of A$3.61 per share on 17 August 2026;

• a 32.8% premium to RWC's 3-month volume weighted average price of A$3.58 per share up until 17 August 2026; and
• a 43.2% premium to RWC's 6-month volume weighted average price of A$3.32 per share up until 17 August 2026.
  
  The Proposal reflects an enterprise value for RWC of approximately A$4.1 billion and transaction multiple of FY26 EV/ Adjusted EBITDA of 12.1x on a post-AASB16 basis¹ (12.9x on a pre-AASB16 basis²). 
  
  The Proposal followed earlier unsolicited, non-binding, indicative offers received from Brookfield in April and May 2026 for A$4.15, A$4.25 and A$4.50 cash per RWC share. RWC provided Brookfield with non-public information on the Company to facilitate a due diligence process by Brookfield over an approximately eight-week period, which resulted in a meaningfully improved proposal from Brookfield. Following a period of negotiation, Brookfield submitted a revised cash offer of A$4.75 per share in early August.³ 
  
  After careful consideration of the Proposal, the Board of RWC has determined to enter into the Process Deed with Brookfield to enable Brookfield to progress the Proposal. Under the Process Deed, RWC has agreed to exclusivity restrictions including non-solicit, no talk (with no fiduciary exception) and no due diligence obligations, for four weeks from 17 August 2026 to 15 September 2026. 
  
  Based on the merits of the proposal, during the exclusivity period, RWC and Brookfield have agreed to work together in good faith towards entering into a Scheme Implementation Deed (“SID”) on terms consistent with the Proposal. 
  
  Brookfield has agreed that any SID entered into will include a “go-shop” provision. Under the terms of the “go-shop”, RWC will, for a period of 30 days from signing the SID, be permitted to solicit third party interest to put forward an alternative proposal including providing due diligence information and negotiating terms of any proposal. A summary of the Process Deed, including the “go-shop” principles, is set out in Appendix A. 
  
  The Proposal and entry into any binding SID are subject to a number of conditions, including: 
   
• Satisfactory completion of confirmatory due diligence by Brookfield, with such due diligence being undertaken on an exclusive basis in accordance with the terms of the Process Deed
• Entry into a SID on terms and conditions acceptable to RWC and Brookfield
• Approval by Brookfield’s investment committee of the final Transaction terms and documentation
• The unanimous support of the directors of RWC through a unanimous recommendation to vote in favour of the proposed transaction and a commitment to vote in favour of the proposed transaction in respect of their RWC shares (subject to the customary carve-outs)
   

There is no certainty that the Proposal will lead to a definitive transaction or binding offer being made for RWC. The Board will advise shareholders of its progress in due course. The Board recommends that shareholders take no action in relation to the Proposal at this time. 

RWC has appointed Goldman Sachs and Oaktower Partnership as financial advisers and Herbert Smith Freehills Kramer as legal adviser to assist RWC to assess the Proposal. 

ENDS