Qoria Limited and Aura Consolidated Group have fixed the exchange ratio for their proposed merger, with shareholders to receive one Aura CDI for every 17.32 Qoria shares. Aura’s US$100 million capital raise values Qoria shares at A$0.40 each, positioning Qoria shareholders to hold nearly a third of the merged entity.
- Exchange ratio set at 1 Aura CDI per 17.32 Qoria shares
- Aura secures US$100 million capital raise at A$0.40 per Qoria share
- Qoria shareholders to own approximately 30.7% of merged group post-completion
- Scheme meeting scheduled for 2 July 2026 with record date on 10 July
- Completion hinges on shareholder, court approvals, and ASX listing
Exchange Ratio Finalised Ahead of Scheme Meeting
Qoria Limited (ASX:QOR) has confirmed the exchange ratio underpinning its proposed acquisition by US-based Aura Consolidated Group. Shareholders who approve the scheme will receive one Aura CHESS Depositary Interest (CDI) for every 17.32 Qoria shares they hold as of the record date on 10 July 2026. This ratio, calculated on 1 July, translates to approximately 81.2 million Aura CDIs to be issued to Qoria shareholders if the scheme proceeds.
Capital Raise Pricing Reflects A$0.40 Per Qoria Share
Concurrent with the scheme, Aura has secured binding commitments for a US$100 million capital raise priced at an implied value of A$0.40 per Qoria share. Capital raise investors will pay US$4.77 (AUD$6.93) per Aura CDI, resulting in the issuance of roughly 20.95 million Aura CDIs. This capital raise will represent about 7.9% of the merged group's fully diluted securities, exclusive of agreed equity remuneration.
Post-Merger Ownership Structure
Following completion, existing Qoria shareholders are expected to hold approximately 30.7% of the merged group’s securities on a fully diluted basis. Overall, previous Qoria security holders will own about 32.2% of the merged entity, reflecting the dilution effect of the capital raise. This positions Qoria shareholders as significant stakeholders in the combined business, which aims to leverage complementary digital safety platforms.
Conditions and Next Steps
The scheme meeting is scheduled for 2 July 2026 in Perth, with the record date for shareholders set for 10 July. Completion remains conditional on several approvals, including shareholder and court consent, Aura’s admission to the ASX official list, and successful quotation of its securities. Receipt of funds from the capital raise is also a prerequisite. Aura has confirmed no ineligible foreign holders exist, meaning all eligible Qoria shareholders will receive the scheme consideration without a sale facility.
Investor Considerations
Shareholders are reminded to verify their holdings before trading in Aura CDIs post-implementation, as trading prior to receiving holding statements carries risk. The exchange ratio and capital raise pricing reflect currency considerations and the capital structures of both companies at the calculation date. The merger, if approved, will mark a significant step in combining Qoria’s and Aura’s technology assets and market presence.
Bottom Line?
The merger’s fate now hinges on shareholder and regulatory green lights, with the capital raise valuation setting a clear benchmark for investor returns.
Questions in the middle?
- Will shareholder approval align with the board’s unanimous recommendation given the exchange ratio?
- How smoothly will Aura’s ASX listing and security quotation process unfold post-scheme meeting?
- What impact will the capital raise have on Aura’s strategic initiatives and growth prospects?