Cluey Ltd Proposes ASX Delisting with Estimated A$500,000 Annual Savings

Delisting Driven by Illiquidity and Undervaluation

Cluey Ltd (ASX:CLU) has announced a proposal to voluntarily delist from the Australian Securities Exchange, a move the Board believes will better position the company for long-term value creation. The company’s shares have suffered from persistently low trading volumes, with an average daily volume of just 0.21% to 0.38% of total issued capital over recent months, leading to a share price that the Board considers disconnected from the underlying business value.

The top 20 shareholders collectively hold 76.67% of the company’s issued capital, with the top five controlling 55.10%, underscoring a concentrated ownership structure that contributes to limited liquidity. The Board sees the current market structure as insufficient for shareholders seeking to exit at scale without impacting price.

Strategic and Financial Benefits of Delisting

Beyond liquidity concerns, Cluey points to the broader challenges facing small and micro-cap listed companies in soft capital markets, which it says have suppressed its market capitalisation. Delisting is expected to provide greater flexibility to pursue strategic opportunities and access capital on less dilutive terms.

Cost savings are a significant driver, with the Board estimating annual reductions of approximately A$500,000 by eliminating ASX listing fees, reducing audit and legal expenses, and cutting director fees and insurance costs. Management time currently devoted to compliance and listing obligations can be redirected towards growth initiatives.

Shareholder Vote and Buy-Back Offer

The proposed delisting will require shareholder approval at a general meeting scheduled for 13 August 2026. If approved, Cluey’s shares will cease trading on the ASX, transitioning to an unlisted public company status. Shareholders holding less than marketable parcels; defined as holdings valued below A$500; will be offered a Minimum Holding Buy-Back at a 10% premium to the 30-day volume weighted average price as of 14 August 2026. This buy-back aims to provide an exit route for small shareholders without brokerage fees.

Shareholders who opt out of the buy-back will retain their shares but face the liquidity risks inherent in an unlisted entity. The company plans to keep its constitution largely unchanged post-delisting, maintaining certain protections under the Corporations Act but no longer subject to ASX Listing Rules.

Closure of UK Subsidiary Code Camp

Separately, Cluey will close the UK operations of its wholly owned subsidiary Code Camp by 31 August 2026. Code Camp Ltd is expected to generate approximately A$1.3 million in revenue for FY26 but at an operating cash loss estimated between A$210,000 and A$230,000. The closure will incur one-off costs of around A$60,000 and a non-cash goodwill write-off of about A$1.5 million. This strategic retreat will allow management to focus on core markets in Australia and New Zealand.

Next Steps and Considerations for Investors

Cluey has lodged a formal delisting request with the ASX following in-principle approval, subject to shareholder vote and regulatory conditions. The timetable includes a notice of meeting in mid-July and potential suspension of trading in early October if approved. Investors will want to consider the implications of reduced liquidity and the company's access to capital markets post-delisting, alongside the impact of the subsidiary closure on future earnings. The Board’s unanimous recommendation to approve the delisting reflects a strategic pivot away from the constraints of public listing at Cluey’s current scale.