Key Highlights
- The WIN Group, comprising Bruce Gordon, Birketu Pty Ltd and WIN Corporation Pty Ltd, acquired 47,012,885 Nine Entertainment shares on market between 27 August and 3 September 2026.
- Following the acquisition, the WIN Group’s voting power in Nine Entertainment increased from 22.98% to 25.94%.
- The WIN Group’s aggregate economic interest, which includes cash-settled Equity swap transactions, increased from 28.22% to 31.18%.
- The WIN Group’s economic interest held via its existing cash-settled equity swaps, covering 83,162,635 shares, remained unchanged as a result of the new purchases.
Details of the New Share Acquisitions
A disclosure letter addressed to Nine Entertainment Co. Holdings Ltd (ASX:NEC) has set out that the WIN Group, consisting of Bruce Gordon, Birketu Pty Ltd, WIN Corporation Pty Ltd and its associates, acquired 47,012,885 Nine Entertainment shares on market during the period between 27 August 2026 and 3 September 2026. The shares were acquiredthe WIN Group’s existing relevant interest in Nine Entertainment shares
Background on the Existing Holding
The letter references an earlier Disclosure of Equity Swap Transactions letter dated 15 April 2026, in which the WIN Group had disclosed a relevant interest in 364,337,365 Nine Entertainment shares, registered in the name of Birketu, along with an economic interest in a further 83,162,635 shares arising from cash-settled equity swap transactions. Those combined holdings had resulted in the WIN Group holding voting power of 22.98% and an aggregate economic interest of 28.22% in Nine Entertainment for the purposes of section 671B(1) of the Corporations Act 2001 (Cth).
Updated Voting Power and Economic Interest
As a result of the new on-market share acquisitions, the WIN Group has confirmed that its voting power in Nine Entertainment has increased from 22.98% to 25.94%, and its aggregate economic interest in the company has increased from 28.22% to 31.18%. The letter clarifies that the increase in aggregate economic interest is attributable entirely to the new share acquisitions, and that the economic interest held through the existing cash-settled equity swap transactions has remained unchanged at 83,162,635 shares.
Basis for Disclosure
The disclosure has been made in accordance with Takeovers Panel Guidance Note 20, which addresses the disclosure obligations of parties holding economic interests in listed entities through instruments such as cash-settled equity swaps in addition to direct shareholdings. In light of the WIN Group’s previous disclosures regarding its economic interests in Nine Entertainment shares, the letter has requested that Nine Entertainment disclose a copy of the letter to the ASX immediately, so that the market is appropriately informed of the WIN Group’s current position in the company.
Correspondence Details
The letter, referenced under document number 1419518427.3, was addressed to Nine Entertainment and expressly frames itself as a follow-up to the WIN Group’s earlier 15 April 2026 disclosure letter concerning equity swap transactions in Nine Entertainment shares. The correspondence sets out the calculation basis for both the previous and updated voting power and economic interest figures, distinguishing between the direct shareholding registered in Birketu’s name and the separate economic interest arising from the cash-settled equity swap transactions, which the letter confirms have not been altered by the recent on-market purchases.
Sequence of Disclosed Holdings
Taken together, the two disclosure letters show the WIN Group’s position in Nine Entertainment building in stages during 2026: an initial combined position of 22.98% voting power and 28.22% aggregate economic interest as at 15 April 2026, followed by the on-market Acquisition of a further 47,012,885 shares between 27 August and 3 September 2026 that lifted voting power to 25.94% and aggregate economic interest to 31.18%. The letter attributes the entirety of the incremental economic interest to the new share purchases rather than to any change in the value or structure of the existing swap positions.
Conclusion
The latest disclosure confirms that the WIN Group has continued to accumulate its position in Nine Entertainment through on-market purchases, raising its voting power above the 25% threshold and its aggregate economic interest, inclusive of existing equity swap positions, to 31.18%. The letter indicates that the swap-related economic interest itself has not changed, with the entire increase attributable to direct share purchases through Birketu Pty Ltd.
