Hammer takeover clears court hurdle as ASX exit approaches

Federal Court approves Austral acquisition

Hammer Metals Limited (ASX:HMX) has cleared the most visible legal hurdle in Austral Resources Australia Ltd’s (ASX:AR1) proposed takeover, with the Federal Court of Australia approving the scheme of arrangement on 13 November. The court order moves the transaction into its final implementation phase, although it is not legally effective until the orders are lodged with ASIC.

The approval follows shareholder vote backing, when Hammer investors supported both the Austral scheme and the linked demerger. Hammer expects to lodge an office copy of the court orders with ASIC on Monday, 16 November, and has said it will request suspension of its shares from trading at the close of that day.

Hammer trading to end before scheme implementation

If the timetable holds, Tuesday, 17 November will be the first day on which new Austral shares are expected to trade on a deferred settlement basis. The demerger and scheme record dates are both set for 7:00pm Sydney time on Wednesday, 18 November, fixing the shareholders eligible for the respective transactions.

Small shareholders who do not want to participate in the Scheme Sale Facility have until 20 November to opt out and receive new Austral shares instead. That distinction matters because the scheme is not simply a cash exit: the announcement confirms that scheme consideration will be provided through new Austral shares, while the detailed exchange terms sit in the scheme documentation.

Western Australian assets split through demerger

The transaction also includes a demerger, with SpinCo shares due to be transferred to eligible Hammer shareholders on 23 November. The structure separates that asset package from the takeover process, creating two linked implementation tracks that must both progress through the published timetable.

The court milestone had been anticipated in the scheduled court hearing, which identified Federal Court approval as a key remaining condition before completion. The latest announcement now supplies the next hard dates: scheme consideration is scheduled to be provided on 25 November, followed by the expected termination of Hammer’s ASX quotation and removal from the official list on 26 November.

ASIC lodgement remains the immediate checkpoint

The court’s approval is significant, but it does not erase the short gap between approval and effectiveness. ASIC lodgement on 16 November is the immediate checkpoint, and every subsequent date in the timetable is expressly indicative and subject to change.

For Hammer shareholders, the next fortnight therefore involves more than a routine change of ticker exposure. It contains the legal effectiveness step, a trading suspension, the demerger record and implementation dates, deferred settlement trading in Austral, and ultimately Hammer’s planned disappearance from the ASX. The question now is whether that sequence proceeds without a change to the announced timetable.