Steadfast Group (ASX: SDF) – Scheme Booklet Registered with ASIC

Steadfast Group Limited faces a takeover at $6.00 per share by Starboard BidCo, an entity indirectly owned by Dragoneer Investment Group and KKR (Kohlberg Kravis Roberts & Co.). The total consideration represents a 51.9% premium to the closing price on the last undisturbed trading day of $3.95, translating to an enterprise value of approximately $7.7 billion for the 1.11 billion fully diluted shares outstanding. The offer comes as Steadfast’s scheme booklet was registered with ASIC on 23 October 2026, setting in motion the formal process toward a shareholder vote in late November.

Steadfast shareholders who held shares on the FY26 record date have already received a 12.75 cent fully franked dividend on 25 September 2026, which reduces the effective scheme consideration to $5.8725 per share. The board has the discretion to declare an additional special dividend of up to 7.25 cents to shareholders holding shares on a separate record date, further reducing the net scheme consideration to $5.803 per share if the maximum amount is paid. Shareholders unable to receive prior dividends would receive the difference in cash on the implementation date, providing clarity around the ultimate payout regardless of dividend timing.

Kroll Australia, the independent expert, concluded that the scheme is in the best interests of Steadfast shareholders in the absence of a superior proposal. The valuation range of $5.44 to $6.09 per share encompasses the scheme consideration, providing the independent expert’s analytical support for the transaction. Steadfast’s board has unanimously recommended the scheme, with each director intending to vote the shares they control in favor, conditional only on the independent expert maintaining its position and no superior proposal emerging.

Following implementation, Starboard BidCo intends to on-sell the Steadfast Underwriting Agencies business segment to Amwins Group Inc., though Amwins is also providing partial funding for the acquisition. This post-close restructuring means shareholders of the combined Steadfast group would be separated into the Broking business segment under Starboard BidCo ownership and the Underwriting Agencies business under Amwins. Founder and CEO Robert Kelly holds 740,432 performance rights with economic value up to $4.4 million and is expected to join the Starboard TopCo board if the scheme proceeds.

Implementation requires approval by the requisite majority of shareholders (more than 50% in number plus 75% of votes cast) at the scheme meeting scheduled for 27 November 2026, subject to court approval at a second court hearing on 1 December 2026. The scheme remains conditional on regulatory approvals from FIRB, ACCC, FCA, MAS and the Texas Department of Insurance, with implementation targeted for 22 December 2026. Steadfast reports no awareness of any superior proposal as of the announcement date, and the scheme implementation deed includes standard provisions regulating how the company may respond to competing bids.

Investors should monitor whether all conditions precedent are satisfied, particularly the multi-jurisdictional regulatory approvals required across Australia, the UK, Singapore and Texas. The shareholder vote on 27 November will determine whether the transaction proceeds, followed by the court’s assessment of fairness at the second hearing scheduled for 1 December. Any superior proposal emerging before the meeting or changes in the independent expert’s view would materially alter the recommendation. This announcement is price sensitive and has been flagged as material by ASX.

View the full ASX announcement (PDF)

About Steadfast Group Limited (ASX: SDF)

Steadfast Group Limited is a general insurance brokerage services provider operating across Australasia, Asia, and Europe. The company offers a comprehensive range of business and personal insurance products, including professional indemnity, cyber, trade credit, workers compensation, home and contents, and motor insurance. It operates through a network of general insurance brokers and underwriting agencies that distribute these insurance products to corporate and individual customers.

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