SIV Capital Finds a Route Back to ASX Through PPKME Acquisition

SIV Signs Deal to Replace Its Residual Operations

SIV Capital Limited (ASX:SIV) has found the transaction it has been seeking: a proposed acquisition of 100% of PPK Mining Equipment Group for an implied equity value of approximately $18.6 million. The scheme would transform SIV from a company with limited residual operations into the listed holding company of an established Australian manufacturer and service provider focused principally on underground coal mining equipment.

The announcement gives SIV shareholders a route out of a suspension that has lasted since December 2024, after the company had been exploring a transaction to restore its ASX status. That search followed an earlier ASX relisting hurdle, when SIV withdrew an admission application after the exchange raised a significant risk around listing requirements. Under the new proposal, PPKME would become a wholly owned subsidiary of SIV.

Cash and Scrip Offer Comes With Hard Caps

PPKME shareholders can elect to receive $0.22 in cash for each share, one new SIV share for each PPKME share, or a combination of $0.11 in cash and 0.5 SIV shares. The cash component is capped at $9.309 million, while the scrip component is capped at 42.314 million new SIV shares. If elections exceed either limit, the relevant consideration will be scaled back and shifted into the alternative form.

At the indicative $0.22 issue price, the consideration implies an equity value of $18.618 million for PPKME. The proposed structure would leave former PPKME shareholders with between 42.85% and 44.91% of SIV, depending on the size of the accompanying capital raising. Existing SIV shareholders would hold between 47.95% and 50.26%, while prospectus investors would receive between 4.82% and 9.21%.

Capital Raising and Debt Will Fund Completion

SIV plans to raise between $1 million and $2 million through a prospectus offer at $0.22 a share. The raising is expected to be fully underwritten, with an equity underwriting fee of up to 6% subject to definitive arrangements. SIV also proposes a bridging loan of up to $2 million, expected to carry a facility fee of up to 2% of the facility amount and remain a liability of the merged group if drawn.

The funding package is intended to cover the cash consideration and transaction costs, using the raising alongside SIV’s existing cash. That makes execution of the financing arrangements a central condition rather than a financing detail at the margins. The proposed structure also limits any individual recipient of SIV scrip to no more than 19.99% of the enlarged company.

PPKME Brings Manufacturing and Service Assets

PPKME designs, manufactures, overhauls and maintains underground mining equipment, including Driftrunner personnel carriers, CoalTram load-haul-dump vehicles, Jug-A-0 diesel-powered LHD vehicles and Brumby utility vehicles. It also supplies smaller mining equipment under the Rambor and Firefly brands, operating from facilities in Tomago, Port Kembla, Mt Thorley and Mackay.

PPKME’s board unanimously recommends the scheme in the absence of a superior proposal and subject to an independent expert concluding that it is in shareholders’ best interests. The SIV board has also unanimously recommended the transaction to its shareholders. On completion, Dale McNamara is due to join SIV as an executive director and Liam Fairhall as a non-executive director and company secretary.

ASX Re-Admission Remains the Critical Gate

SIV’s shares will remain suspended while the scheme and ASX re-compliance process progress. ASX has provided preliminary feedback identifying outstanding matters including an acceptable lead manager and fee structure, debt arranger terms if applicable, an investigating accountant, spread requirements and other listing-rule confirmations. The exchange said it was not aware of another reason, based on the information provided, why SIV would be unsuitable for listing if those matters are addressed, but it retains absolute discretion over re-admission.

The scheme also requires SIV shareholder approval, an independent expert’s favourable opinion, PPKME shareholder approval, ASIC and ASX approvals, court approval, financing and satisfaction of several other conditions. SIV expects to hold its extraordinary general meeting on 15 December 2026, with PPKME’s scheme meeting targeted for 18 January 2027 and ASX re-admission and re-quotation targeted for 3 February 2027. ASX has indicated it would be minded to extend SIV’s 18 December delisting deadline to 17 March 2027 if specified transaction, prospectus and approval milestones are met by 18 December.