2 approvals stand between Kelly Partners and ASX delisting

ASX approves delisting subject to shareholder vote

Kelly Partners Group Holdings Limited (ASX:KPG) has cleared a key hurdle in its proposed transition to Nasdaq, with ASX granting conditional approval for the company’s removal from the official list. The approval is not a green light to leave the exchange immediately: shareholders must first pass a special resolution at the extraordinary general meeting scheduled for 23 October.

ASX’s decision, dated 14 October, also requires Kelly Partners to give shareholders at least one month between approval of the delisting and its effective date. The company must apply to suspend its shares from ASX quotation at least two business days before the delisting takes effect, preserving a final window in which shareholders can trade on-market.

Nasdaq approval remains the decisive condition

The proposed delisting is tied to a broader restructure involving a Nasdaq listing, a share consolidation and the introduction of loyalty, or Class B, shares. Kelly Partners said the delisting will occur no earlier than the later of one month after shareholder approval and receipt of Nasdaq listing approval.

That sequencing leaves the timetable open. The company said there is no certainty that the Nasdaq listing will proceed, or when it might occur, with the process still subject to US Securities and Exchange Commission review and Nasdaq approval. The eventual delisting date will be settled with ASX once the timing of the Nasdaq process becomes clearer.

Shareholders face a change in trading access

Until ASX suspension, shareholders can continue trading their ordinary shares in the usual way. Those wanting to sell on ASX will need to do so before trading is suspended; the company says alternative processes for dealing with holdings after delisting are set out in its meeting materials.

The regulatory milestone arrives as Kelly Partners pursues an international growth strategy that has included six acquisitions and an expanded US footprint. That expansion may help explain the appeal of a Nasdaq pathway, but the filing does not state that the proposed listing will deliver a particular valuation, liquidity outcome or financing benefit. The immediate test is narrower: whether shareholders approve the delisting and whether the US market accepts the listing application.