Demutualisation
Teachers Savings and Loan Society Limited
ANNOUNCEMENT OF PROPOSAL FOR DEMUTUALISATION
The Board of Directors of Teachers Savings and Loan Society Limited (“the Society”) is pleased to advise members that it will commence the proposal to demutualise the Society pursuant to a Scheme of Arrangement (“Scheme”), subject to all required member, Court, and regulatory approvals.
The proposal for demutualisation forms part of the Group’s broader transition to an investment structure and is intended to support the long-term growth, sustainability, governance, and capital framework of the organisation while continuing to serve the interests of members and customers.
The Society further advises that the First Court Application in relation to the Scheme was heard by the National Court of Papua New Guinea on Friday 14 August 2026. At the First Court Hearing, the Court made orders, among other matters, approving the convening of a special general meeting of eligible members to consider and vote on the proposal for demutualisation and the dispatch of information materials to members.
Eligible members will receive a Scheme Booklet containing important information regarding the proposed demutualisation, including:
- details of the Scheme;
- the reasons for demutualisation;
- information regarding member eligibility and participation;
- the Independent Expert’s Report; and
- notices relating to the special general meeting.
The special general meeting, at which eligible members will consider and vote on the proposed demutualisation, is currently proposed to be held on or about 05th September 2026.
An Independent Expert was appointed to assess the proposal for demutualisation and provide an opinion as to whether it is in the best interests of members. The Independent Expert’s Report will accompany the Scheme Booklet dispatched to eligible members.
The Society advises that 14th August 2026 shall constitute the “Membership Eligibility Cut-Off Date” for purposes of determining eligibility to participate in the proposed demutualisation and any associated share allocation process, subject always to the terms of the Scheme Deed, the approval of the Court and applicable laws.
Accordingly, only persons recorded as members of the Society as at the Membership Eligibility Cut-Off Date will be eligible to participate in the proposed demutualisation, subject to the final terms and conditions set out in the Scheme documentation.
Members are encouraged to carefully review the Scheme Booklet and all accompanying materials once distributed and to seek independent professional advice if required.
The proposed demutualisation remains subject to:
- approval by eligible members;
- approval of the National Court of Papua New Guinea;
- regulatory approvals, including engagement with the relevant authorities; and
- satisfaction or waiver of all conditions precedent under the Scheme Deed.
There can be no assurance at this stage that the proposal for demutualisation will be implemented until all approvals and conditions have been satisfied.
Further updates will be provided to members in due course.
By Order of the Board
Michael O Koisen OBE ML
Group Chief Executive Officer
Documents are listed below: