$0.1234 per share as Noumi sets 27 November implementation

Arrovest takeover clears its legal effectiveness hurdle

Noumi Limited (ASX:NOU) has moved from an approved takeover to a legally effective one, confirming that the Supreme Court of New South Wales orders approving Arrovest’s schemes have been lodged with ASIC. The milestone brings the transaction into its implementation phase, although the company’s timetable remains expressly indicative.

The scheme provides for Arrovest to acquire all Scheme Shares for $0.1234 each. Noumi’s Scheme Options are to be cancelled and extinguished for $0.002 per option. The consideration is unchanged from the terms reported after the court approval milestone, which had left ASIC lodgement as the next step before legal effectiveness. Court approval milestone

Trading suspension expected as payment date approaches

Noumi expects quotation of its shares and options on the ASX to be suspended from the close of trading on 11 November. The record date for determining entitlements to scheme consideration is 7:00pm Sydney time on 20 November, with implementation and payment scheduled for 27 November.

Those dates are not guaranteed: Noumi says the timetable may change. For holders, the practical question now shifts from whether the court will approve the deal to whether the transaction proceeds through the record and implementation stages without a timetable change.

Court order includes a targeted scheme amendment

The court orders approved both schemes but also amended the Share Scheme by deleting wording that said Noumi would become a wholly owned subsidiary of Arrovest. The announcement does not explain the practical effect of that deletion, so its significance cannot be established from this filing alone.

The legally effective schemes follow the shareholder scheme vote, which was backed by 89.08% of votes, while the option scheme received 85.75% support. Shareholder scheme vote The next disclosure of clear consequence is therefore likely to be confirmation that the schemes have been implemented and consideration paid, rather than another approval process.