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

WIN Group, controlled by Australian media veteran Bruce Gordon, disclosed in May 2025 ASX filings that it had increased its economic interest in Nine Entertainment (ASX: NEC) to 25.22%, while holding voting power at 19.98% through a structured combination of equity swaps.

WIN Uses Dual Swap Structure to Build Nine Exposure

WIN's position comprises 316.8 million shares representing 19.98% voting power, supplemented by cash-settled swaps over 83.2 million shares and physical-settlement swaps over 80.6 million shares. The gap between economic interest and voting power reflects a deliberate compliance strategy.

Under Australian corporate law, crossing the 20% voting threshold without launching a formal takeover bid triggers mandatory bid requirements. WIN's positioning at 19.98% keeps it just below that threshold. A separate ASX equity swap disclosure was filed on May 16, 2025, three days after the initial stake announcement, confirming the structured instrument approach.

The accumulation was made possible by a regulatory change. When Network 10 assumed control of relevant regional TV assets, a prior license constraint on WIN's ability to increase its Nine shareholding was removed, clearing the path for further accumulation.

Nine's Financials Show Split Picture of Revenue Pressure and Margin Growth

Nine Entertainment's H1 FY2026 results for the six months to December 2025 reported group revenue of A$1.06 to A$1.1 billion, down slightly year-over-year, reflecting ongoing softness in free-to-air TV advertising.

However, EBITDA (earnings before interest, taxes, depreciation, and amortization, a standard measure of operating profit) rose 6% to A$192 to A$201 million. Net profit increased significantly to A$81 to A$95 million. Stan streaming, Nine's subscription video platform, drove much of this improvement with revenue and EBITDA growth of 15% to 24%, pushing overall EBITDA margins from 16% to 18%.

Nine's share price traded between A$0.85 and A$1.07 in early 2026, down 23% to 48% over the prior year. Independent DCF valuations (a method that estimates a company's worth based on projected future cash flows) place fair value between A$1.45 and A$2.71, suggesting the shares trade at a significant discount to estimated intrinsic value.

Australian Media Sector Consolidation Shapes Strategic Context

Nine is also restructuring its asset base. The company completed an A$850 million acquisition of QMS Media and divested Nine Radio, with a stated target of generating 60% of revenue and 70% of EBITDA from digital and growth assets by FY2027.

The broader Australian media sector has lost over 60% of aggregate ASX value from January 2022 through 2025, according to the Unmade Index tracking 14 listed media companies. A proposed merger between Seven West Media and Southern Cross Austereo, pending approval from the Australian Communications and Media Authority with required divestments, would reduce regional media groups from three to two in affected markets.

WIN's Position and Potential Next Steps

Under the Australian "3% creep" provision, once a shareholder holds 19% or more, they may increase their stake by up to 3% every six months without launching a formal bid. WIN's current 19.98% voting position represents a structurally significant staging point under this rule.

Nine declared an interim dividend of 4.5 cents per share with an ex-date of March 9, 2026. WIN's economic interest structure means it benefits from price movements and dividend exposure across its full 25.22% economic position, not only its voting shares.

No formal takeover bid or further stake increase has been announced as of the date of this report.