How Win Corp Uses Financial Swaps to Sidestep Takeover Rules

Win Corporation has increased its economic interest in Nine Entertainment to over 26% as of March 29, 2026, deepening its position in the Australian media company during a period when Nine's share price was trading 23% to 48% below its previous highs.

Win Uses Financial Instruments to Separate Ownership From Voting Control

Win Group, controlled by Bruce Gordon, has built its position through a two-part financial structure. The company holds 83.2 million shares via cash-settled swaps and 80.6 million shares through physical-settlement swaps, alongside a direct voting stake of 19.98% (316.8 million shares).

WIN Group Lifts Nine Entertainment Stake to 25.22% via Equity Swap

Bruce Gordon's WIN Group lifted its economic interest in Nine Entertainment to 25.22% via equity swaps while maintaining voting power below the 20% takeover threshold. Stan streaming drove profit growth despite advertising headwinds.

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This structure gives Win full economic exposure, including dividends and price gains, across a 25.22% economic interest recorded in May 2025 ASX filings, later rising above 26%. Voting power remains capped just below the 20% threshold that would require Win to make a formal takeover offer for Nine under Australian law.

Nine's interim dividend was set at 4.5 cents per share, with an ex-date of March 9, 2026. Nine's H1 FY26 revenue came in at A$1.06 billion to A$1.1 billion, down year-on-year, while EBITDA grew 6% to A$201 million and net profit reached A$81 million.

Win Simultaneously Acquires Nine's Regional Television Assets

Win's accumulation runs alongside direct operational moves. The company agreed on January 29, 2026 to acquire NBN Television and Darwin Television from Nine Entertainment for an enterprise value of A$15 million, with completion expected before June 30, 2026.

Win separately acquired Nine News Darwin for A$500,000, announced around February 24, 2026, including a five-year affiliate agreement and employee transfers.

The affiliate model reduces Nine's cost base while preserving audience reach in regional markets. Nine is targeting total cost savings of A$160 million by FY27, with over A$100 million in underlying savings targeted across FY26 and FY27.

Nine's Digital Transformation Drives the Investment Case

Nine Entertainment's Nine2028 program is reshaping the company from a traditional broadcast group into a digitally focused media business. Digital revenue is projected to exceed 60% of total revenue by FY27, up from 45% in FY25, with 70% of EBITDA targeted from growth assets by the same year.

The A$850 million acquisition of QMS Media, funded by debt and cash from Quadrant Private Equity, is central to this shift. QMS is projected to contribute approximately A$105 million in 2026 EBITDA, operating in an outdoor advertising segment growing at 9% annually. The deal is expected to deliver A$20 million in annual cost savings by FY29 at a 6.5x post-synergy multiple. Nine's shares rose over 3% following the announcement.

Nine Entertainment CEO Matt Stanton said the transactions "will create a higher-growth, digitally powered and resilient Nine Group, enabling the group to withstand industry disruption and deliver long-term sustainable value to our shareholders."

Stan Streaming Posts Record Results as Digital Proof Points Accumulate

Stan streaming recorded A$37 million in EBITDA in H1 FY26, up 24% year-on-year, with subscriber growth of 16%. Digital subscription revenues across metro mastheads, the Australian Financial Review, and Stan grew 8%.

Nine also completed portfolio divestitures to fund the QMS acquisition. Nine Radio was sold to the Laundy Family Office for A$56 million. The Domain stake was sold to CoStar at a 60% premium, generating a 49-cent special dividend for shareholders.

Media buyers described Nine's upfront presentation as "polished" and "confident," highlighting strategy clarity and ecosystem integration across television, streaming, and publishing.

Win's stake is expected to continue growing incrementally. Under Australian takeover rules, shareholders above 19% may increase their holding by up to 3% every six months without triggering a mandatory bid obligation.