Noumi takeover gains strong support ahead of court decision

Arrovest Takeover Clears Securityholder Vote

Noumi Limited (ASX:NOU) has secured the approvals needed from shareholders and optionholders for Arrovest Pty Ltd to acquire all scheme shares and cancel all scheme options. The vote removes the transaction’s most visible shareholder hurdle, but it does not yet make the takeover legally effective.

The share scheme passed with 89.08% of votes cast in favour, while 78.65% of participating shareholders voted for the resolution. The option scheme received 85.75% support by votes cast, with 82.14% of participating optionholders voting in favour. Both resolutions were recorded as carried.

The result advances the transaction first put to investors in the proposed Arrovest takeover, which involved Arrovest acquiring Noumi’s remaining shares through a scheme of arrangement. Noumi’s announcement does not repeat the consideration or other commercial terms, instead focusing on the approvals required to complete the deal.

Court Hearing Remains the Decisive Condition

The schemes remain subject to approval at a Second Court Hearing in the Supreme Court of New South Wales at 9:15 am Sydney time on 10 November 2026. Other conditions precedent must also be satisfied or waived, and the filing does not indicate whether those conditions have already been met.

That court process follows the earlier court approval for scheme meetings, which allowed Noumi to put the proposed acquisition and option cancellation to securityholders. The next ruling is different in consequence: if approval is granted and the remaining conditions are dealt with, the schemes can move from an approved proposal to a legally binding transaction.

Trading Suspension and Implementation Dates

Noumi proposes to lodge the court orders with ASIC on 11 November if the outstanding conditions are satisfied or waived and the Court approves the schemes. On that basis, the shares and options are expected to be suspended from ASX trading at the close of trading that day, with implementation targeted for 27 November.

The timetable therefore leaves a narrow sequence of catalysts: the 10 November court hearing, confirmation of the conditions, any effective-date announcement and the proposed implementation on 27 November. Until those steps occur, the vote is a significant milestone rather than completion of the acquisition.