Donaco Faces Uncertainty as Court Approval Looms After Shareholder Vote
Donaco International shareholders have overwhelmingly approved a scheme of arrangement for On Nut Road Limited to acquire the company at a significant premium, setting the stage for a major ownership change pending court approval.
- Scheme approved at 4.5 cents per share, a 50% premium to pre-announcement prices
- Unanimous board recommendation supported by independent expert report
- No superior proposal has emerged since scheme announcement
- Key implementation dates set for August 2025
- Shareholders voted in person and online with strong proxy support
Shareholder Approval Secures Path for Acquisition
Donaco International Limited (ASX, DNA) held its pivotal Scheme Meeting on 4 August 2025, where shareholders voted overwhelmingly in favour of a proposed acquisition by On Nut Road Limited (ONR). The scheme of arrangement, which will see ONR acquire all remaining shares it does not already own for A$0.045 per share in cash, represents a substantial premium to Donaco’s recent trading prices.
The company’s board, led by Chairman Porntat Amatavivadhana, unanimously recommended the scheme, citing the premium as a compelling value proposition for shareholders. This recommendation was bolstered by an independent expert report from BDO, which concluded the offer was fair and reasonable in the absence of any superior proposal.
Premium Reflects Operational and Regulatory Challenges
The 4.5 cent cash offer translates to a 50% premium over the last traded price before the scheme announcement and a 54.1% premium to the 90-day volume weighted average price. The board highlighted the operational uncertainties Donaco faces, including regulatory pressures in Thailand and Cambodia, intermittent power supply issues, and potential tax liabilities under new Cambodian gambling industry regulations.
By accepting the scheme, shareholders gain certainty of value and avoid the risks associated with ongoing operational challenges and potential dilution from future capital raises. The board noted that no alternative superior proposals have emerged since the scheme was announced in March 2025.
Next Steps and Implementation Timeline
Following shareholder approval, the scheme now awaits final approval from the Supreme Court of New South Wales, with a hearing scheduled for 7 August 2025. Subject to court approval and satisfaction of other conditions, the scheme is expected to become effective on 8 August, with the record date for entitlements set for 12 August and implementation slated for 19 August 2025.
Shareholders who voted in favour will receive the cash consideration shortly after the scheme implementation date. Should the scheme not proceed, Donaco will continue as a standalone ASX-listed entity, but the board warns that share price volatility and operational risks will persist.
Market Reaction and Shareholder Engagement
The meeting was conducted both in person in Sydney and via a live webcast, allowing broad shareholder participation. Proxy votes overwhelmingly supported the scheme, with 77.83% of proxies cast in favour. The company also provided a forum for shareholder questions, addressing concerns about excluded shareholders and scheme details.
This acquisition marks a significant chapter for Donaco, potentially unlocking value for shareholders while transferring operational risks to the new owner. The board expressed gratitude to shareholders for their support throughout the process and optimism for the company’s future under new ownership.
Bottom Line?
With shareholder approval secured, all eyes now turn to the court’s decision and the final steps toward completing this transformative acquisition.
Questions in the middle?
- Will the Supreme Court of New South Wales approve the scheme without conditions?
- Could any late-emerging superior proposals disrupt the current deal?
- How will the acquisition impact Donaco’s operations and strategic direction post-implementation?
