Freedom Bidco Proposes A$0.22 Cash and Share Offer Valuing Strata at AU$37.3 Million

Freedom Bidco Sweetens Bid Amid Strata’s Governance Turmoil

Freedom Bidco, Inc. has upped its unsolicited offer for Strata Investment Holdings PLC (ASX:SRT) to A$0.22 per share in cash, marking a significant 38% premium to the last traded price before Strata’s shares were suspended nearly two years ago. The revised proposal, announced on 18 June 2026, also offers shareholders an alternative to receive shares in Freedom Bidco itself, providing a route to maintain exposure while exiting Strata’s troubled governance and cost structure.

This move follows Freedom Bidco’s earlier A$0.16 offer, which Strata’s board rejected as undervaluing the company, even as it secured an AU$8 million placement at A$0.20 per share to fund strategic initiatives and potential litigation. The increased offer now values Strata’s issued share capital at approximately AU$37.3 million (about £19.6 million), or AU$46.1 million on a fully diluted basis including the upcoming placement shares.

Cash and Share Swap Options Present Shareholders with Choice

Under the revised terms, shareholders can accept a straightforward cash payment of 22 cents per share or opt for one unlisted Freedom Bidco share per Strata share held, subject to a cap of around 30% of Strata’s issued capital. Those electing for the share alternative would collectively hold about 36.8% of Freedom Bidco post-acquisition, assuming full uptake to the maximum.

The share alternative is pitched as a way for investors to retain indirect exposure to Strata’s royalty arrangements and potential upside under Freedom Bidco’s management, which plans to slash Strata’s bloated general and administrative costs, centralise management in Toronto, and overhaul governance. Freedom Bidco also intends to introduce a dividend policy to distribute future royalty revenues and capital returns.

Freedom Bidco Calls Out Strata Board’s Obstruction and Governance Failings

Freedom Bidco’s announcement is scathing about Strata’s board, accusing it of orchestrating a regulatory and governance void to frustrate shareholder value. The prolonged suspension of Strata’s shares on ASX since August 2024, ostensibly due to a long-defunct acquisition deal with SCP, is described as a contrived excuse to deny liquidity and price discovery to shareholders.

The recent AU$8 million placement, made at a 25% premium to the last traded price but restricted to sophisticated investors and including a 12-month escrow, is labelled a “cynical frustrating action” designed to consolidate control among management-aligned parties ahead of shareholder consideration of the offer. Freedom Bidco argues this placement would have been prohibited under the Takeover Code and Australian takeover laws if those protections still applied.

Freedom Bidco also highlights Strata’s poor financial track record, noting cumulative general and administrative expenses of £27.2 million over nine years against an equity portfolio value increase of just £9.2 million, and a 58.5% decline in portfolio value since its 2021 peak. The company’s management, based in Bangkok, is said to have extracted an average £1.75 million annually in remuneration, bonuses, and benefits, while operating costs remain materially above peer levels.

Legal Threats and Shareholder Support Add Pressure

Freedom Bidco is considering legal action against Strata’s directors for alleged breaches of fiduciary duties related to the placement and other conduct that impedes shareholder rights. Meanwhile, the company retains irrevocable undertakings representing nearly 12% of Strata’s issued capital from prominent investors including SCP and well-known resources investor Rick Rule, who publicly endorses the cash offer as the best available deal.

The offer remains conditional on acceptance by holders of at least 90% of voting rights, though Freedom Bidco may accept a lower threshold above 50%. The formal offer document is expected to be dispatched within 28 days, providing full terms and acceptance procedures.

Regulatory and Jurisdictional Complexities Ahead

The offer is not subject to the Australian Corporations Act takeover provisions nor the UK Takeover Code, as Strata’s management control is now considered outside the UK. This regulatory gap, combined with Strata’s imminent delisting from the ASX around 27 August 2026, raises questions about shareholder protections going forward.

Freedom Bidco warns overseas shareholders to consider local laws carefully, noting restrictions on the issuance and sale of Freedom Bidco shares in the United States and other jurisdictions. The share alternative offer is only available to eligible investors meeting certain sophistication criteria.

As Strata shareholders prepare to receive the formal offer document, the tension between Freedom Bidco’s fully funded bid and Strata’s defensive maneuvers sets the stage for a high-stakes battle over control, liquidity, and governance of a company at a critical crossroads.