How Will Openn Negotiation Rebuild After Exiting Administration with $3.93M Loss?

Financial Performance and Administration

Openn Negotiation Ltd (ASX – OPN), a property technology company, reported a net loss of $3.93 million for the year ended 30 June 2024, a marked improvement from the prior year's loss of $13.07 million. The company’s revenue declined amid operational disruptions, with continuing operations generating minimal income and the bulk of revenue stemming from discontinued operations.

In May 2024, Openn entered voluntary administration following concerns over insolvency. This led to the appointment of administrators from KordaMentha, who assumed control of the company’s operations and assets. The appointment triggered deconsolidation of subsidiaries and a strategic review of restructuring options.

Deed of Company Arrangement and Recapitalisation

After extensive creditor consultations, a Deed of Company Arrangement (DOCA) was approved and executed in September 2024, providing a framework for recapitalisation and creditor settlement. The DOCA was effectuated in January 2025, returning control to a newly appointed board comprising Richard Brien, George Terpens, and Gregory Starr.

As part of the restructuring, the company undertook a 1-for-100 share consolidation and completed a capital raise of $211,000 from ST Holding 2 Pty Ltd, which now holds a 90% controlling interest. Additionally, a loan agreement was entered into with ST Holding 2 Pty Ltd to provide further working capital.

Operational Outlook and ASX Compliance Challenges

Openn currently has no active operations following the divestment of its subsidiaries during administration. The company is focused on identifying new business opportunities and restructuring its operations to meet ASX listing requirements. The shares remain suspended from trading pending re-compliance with Chapters 1 and 2 of the ASX Listing Rules, including demonstrating a viable business model, sufficient working capital, and shareholder spread.

The company acknowledges significant risks including liquidity constraints, potential delisting, and challenges in securing additional funding in the current capital market environment. The board is actively managing these risks and working with advisers and investors to restore shareholder value.

Governance and Remuneration

The new board has implemented governance structures with all directors participating in risk oversight. The company has no current executive remuneration arrangements, reflecting its paused operations. All unvested performance rights were cancelled in January 2025 following the recapitalisation.

Openn’s auditor, HLB Mann Judd, issued an unqualified audit opinion but highlighted material uncertainty regarding the company’s ability to continue as a going concern without additional funding.