Background
Noumi Ltd, an ASX-listed beverages and nutrition-products company, sought orders under s 411 of the Corporations Act 2001 (Cth) to convene meetings on linked share and option schemes. Arrovest Pty Ltd, a Perich Group company already holding about 52.53% of Noumi shares, proposed to acquire the remaining ordinary shares for A$0.1234 each and cancel listed options for A$0.002 each.
The proposed transaction followed Noumi’s strategic review of its impending debt obligations, including convertible notes estimated to require about A$610 million for redemption by May 2027 and a revolving credit facility maturing in March 2027. Noumi’s independent board committee recommended both schemes, subject to no superior proposal and the independent expert maintaining its conclusion that they were in securityholders’ best interests.
The Court’s Holding
Black J ordered that meetings of Noumi shareholders and listed optionholders be convened to consider the respective schemes, along with associated procedural orders. The orders were made at the first Court hearing on 2 October 2026; the reasons were published on 14 October 2026.
The Court held that the statutory and procedural preconditions for convening both meetings were met. The schemes were arrangements within s 411, were bona fide and properly proposed, and contained no apparent feature that would prevent later approval if the required voting majorities were obtained. ASIC had been given the required opportunity to review the proposal, and the Court accepted the disclosure, funding arrangements, exclusivity provisions, and proposed single meeting for optionholders.
Key Takeaways
- A first scheme hearing tests whether a proposal is fit to be put to securityholders, rather than finally approving the transaction.
- The Court accepted that Noumi’s debt maturity profile and unsuccessful strategic review formed relevant context for the proposed cash acquisition.
- The option scheme could proceed only if the share scheme became effective, although Arrovest could waive option-scheme approval conditions for purposes of the share scheme.
Why It Matters
The decision illustrates the Court’s first-hearing approach to a controlling shareholder’s acquisition of the minority through schemes of arrangement. Independent advice, adequate disclosure, available cash funding and appropriately limited deal-protection provisions supported the convening orders.
It also underscores that communications with securityholders after the first hearing remain significant: their effect on voting integrity and disclosure may be scrutinised at the second Court hearing.