Why Are 40.8 Million Apiam Shares Electing Scrip Consideration?
Apiam Animal Health shareholders have predominantly elected to receive scrip or mixed consideration in the proposed acquisition, with a special dividend of 10 cents per share proposed pending scheme approval.
- 40.8 million shares elected for all scrip or mixed consideration
- No scaleback expected as share issuance remains below 24% threshold
- Final election outcome confirmed after 18 February Scheme Record Date
- Scheme Meeting scheduled for 3 February 2026 with online participation option
- Proposed fully franked special dividend of 10 cents per share contingent on scheme effectiveness
Shareholder Elections Signal Strong Preference for Scrip
Apiam Animal Health Limited (ASX – AHX) has provided an update on shareholder elections regarding its proposed acquisition by entities controlled by Adamantem Capital. As of the election deadline on 27 January 2026, approximately 40.8 million Apiam shares held by 65 shareholders have elected to receive either the all scrip consideration or a mixed consideration offer. This indicates a significant inclination among shareholders to participate in the equity component of the deal rather than opting solely for cash.
Scaleback Arrangements Unlikely to Apply
The scheme includes provisions to limit the total number of shares issued by the acquiring entity, HoldCo, to 24% of its total shares on issue. However, based on the current indicative election results, the number of HoldCo shares to be issued to Apiam shareholders is expected to remain below this threshold. Consequently, shareholders who elected for scrip or mixed consideration are unlikely to face any scaleback, meaning they should receive the full entitlement of shares they elected for. The final position will be confirmed after the Scheme Record Date on 18 February 2026.
Upcoming Scheme Meeting and Voting Details
The pivotal Scheme Meeting is set for 3 February 2026 at 11 – 00am Melbourne time, hosted at Herbert Smith Freehills Kramer in Melbourne. Shareholders unable to attend in person can participate online, enabling them to listen, vote, and ask questions in real time. Eligibility to vote is determined by shareholding as of 7 – 00pm on 1 February 2026. This meeting represents a critical juncture for the scheme’s approval, which remains subject to shareholder and court approvals.
Special Dividend Proposal Adds Shareholder Value
In a move likely to appeal to shareholders, the Apiam Board has signalled its intention to declare a fully franked special dividend of 10 cents per share, contingent on the scheme becoming effective. This dividend would provide immediate cash returns alongside the equity consideration. Shareholders able to utilise franking credits may benefit further, potentially receiving an additional 4 cents per share in tax credits, subject to individual circumstances and a favourable ruling from the Australian Tax Office expected post-scheme implementation. Notably, the dividend reinvestment plan will not apply to this special dividend.
Looking Ahead
While the indicative election results and dividend proposal paint a positive picture, the final outcome hinges on the Scheme Record Date and subsequent approvals. Shareholders who have not made a valid election or are ineligible for scrip consideration will receive all cash consideration. The coming weeks will be critical as the scheme progresses through regulatory and shareholder scrutiny, shaping the future ownership and capital structure of Apiam Animal Health.
Bottom Line?
With shareholder support leaning towards scrip and a special dividend on the horizon, all eyes now turn to the final approvals that will seal Apiam’s acquisition deal.
Questions in the middle?
- Will the final election outcome after the Scheme Record Date confirm the absence of scaleback?
- How will the Australian Tax Office ruling impact the value of franking credits attached to the special dividend?
- What are the implications for shareholders who opt for all cash consideration versus scrip?
