BirdDog’s $6.8M Buy-Back Could Shift Control Ahead of ASX Exit
BirdDog Technology Limited offers shareholders a voluntary off-market buy-back at 7 cents per share, a significant premium to recent trading prices, as it prepares for delisting from the ASX.
- Off-market buy-back at A$0.07 per share, over double recent market prices
- Buy-back voluntary and open to all eligible shareholders as of 29 July 2025
- Maximum buy-back of approximately 60.45% of shares due to key executives opting out
- Potential increase in voting power for major shareholders Dan Miall and Barry Calnon
- Buy-back funded from existing cash reserves with a maximum outlay of A$6.83 million
Context and Rationale
BirdDog Technology Limited (ASX, BDT) has announced an equal access off-market buy-back offer priced at 7 cents per share, representing a substantial premium to its recent trading prices. This move comes in conjunction with shareholder approval for the company’s delisting from the Australian Securities Exchange (ASX), scheduled for late August 2025. The buy-back provides shareholders with an opportunity to liquidate some or all of their holdings before the shares cease trading on the public market.
Details of the Buy-Back Offer
The buy-back is open to all shareholders recorded as holding shares at 7, 00pm on 29 July 2025. Participation is entirely voluntary, with shareholders able to sell any portion of their shares up to 100%. The buy-back price of 7 cents per share is notably 126% higher than the closing price on 3 April 2025, the last trading day before the delisting announcement. This premium is designed to balance the interests of shareholders wishing to exit with those who prefer to retain their investment.
Importantly, the company’s Managing Director Dan Miall and Chief Financial Officer Barry Calnon have confirmed they will not participate in the buy-back. Together, they hold approximately 39.5% of the company’s shares. Their non-participation means the maximum buy-back will cover about 60.45% of shares on issue, or roughly 97.6 million shares. If all other shareholders participate fully, the company’s shares on issue will reduce to approximately 63.9 million.
Implications for Control and Liquidity
The buy-back has significant implications for shareholder control. Should a substantial portion of shareholders participate, the voting power of Miall and Calnon could increase markedly. For example, if 35% of other shareholders participate, their combined voting power could exceed 50%, effectively giving them control over ordinary resolutions. At full participation by other shareholders, Miall alone could command over 70% voting power.
From a liquidity perspective, the buy-back offers a rare chance for shareholders to sell shares at a premium before the company’s removal from the ASX. Post-delisting, shares will only be tradable via private transactions, likely reducing liquidity and marketability. The buy-back also eliminates brokerage costs and the need for shareholders to find buyers in a less liquid market.
Financial and Procedural Aspects
The buy-back will be funded from BirdDog’s existing cash reserves, with a maximum cash outlay of approximately A$6.83 million if the maximum number of shares are bought back. The offer opens on 1 August 2025 and closes at 5, 00pm Melbourne time on 19 August 2025, with settlement expected around 27 August 2025. Shareholders can participate via an online acceptance form through the Automic Investor Portal or by mail.
The company emphasizes that participation is optional and encourages shareholders to seek professional advice to understand the tax and financial implications. The buy-back documents have been lodged with ASIC, and the company will update shareholders via ASX announcements as appropriate.
Looking Ahead
As BirdDog prepares to exit the ASX, this buy-back represents a pivotal moment for shareholders to reconsider their positions. The premium price and voluntary nature of the offer provide flexibility, but the potential shift in control dynamics and reduced liquidity post-delisting warrant careful consideration.
Bottom Line?
BirdDog’s buy-back sets the stage for a reshaped shareholder base and a new chapter beyond the ASX.
Questions in the middle?
- What level of shareholder participation will materialize, and how will it affect control?
- How will the market react to BirdDog’s shares post-delisting given reduced liquidity?
- Will major shareholders leverage increased voting power to influence company strategy?