Motio Ltd Releases Scheme Booklet for Proposed Acquisition by IVE Group Australia

Aakashdeep

12 November 2026 04:41 PM AEDT

Motio Ltd Releases Scheme Booklet for Proposed Acquisition by IVE Group Australia

Image Source: Krish Capital Pty Ltd

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Motio Ltd (ASX:MXO) has released a Scheme Booklet outlining a proposed acquisition of 100% of the company's fully paid ordinary shares and MXOAV class options by IVE Group Australia Pty Ltd, via a members' scheme of arrangement and a separate concurrent creditors' scheme of arrangement.

Key Points

IVE Group Australia Pty Ltd proposes to acquire 100% of fully paid ordinary shares in Motio Ltd via a members' scheme of arrangement.
A separate and concurrent creditors' scheme of arrangement covers the proposed acquisition of 100% of MXOAV class options by IVE Group Australia.
Motio Directors unanimously recommend shareholders vote in favour of the Share Scheme, in the absence of a Superior Proposal and subject to the Independent Expert's conclusion remaining unchanged.
Independent Expert HLB Mann Judd Corporate (NSW) Pty Ltd has concluded both the Share Scheme and Option Scheme are fair and reasonable, and therefore in the best interests of Motio Shareholders and Placement Optionholders respectively, in the absence of a Superior Proposal.
The Scheme Booklet has been registered by ASIC pursuant to section 412(6) of the Corporations Act, and a copy has been provided to the ASX.

Terms of the Proposed Schemes

According to the filing, the proposed transaction involves two concurrent schemes. The first is a members' scheme of arrangement between Motio and its shareholders, under which IVE Group Australia Pty Ltd would acquire 100% of fully paid ordinary shares in Motio. The second is a creditors' scheme of arrangement under which IVE Group Australia would acquire 100% of the MXOAV class options held by Placement Optionholders. Both schemes are subject to approval by the requisite majorities, Court approval, and satisfaction or waiver of all Conditions Precedent.

Board Recommendation and Independent Expert Findings

The Motio Directors unanimously recommend that Motio Shareholders vote in favour of the Share Scheme, in the absence of a Superior Proposal and subject to the Independent Expert continuing to conclude that the Share Scheme is in the best interests of shareholders. The Directors also unanimously recommend that Placement Optionholders vote in favour of the Option Scheme on the same basis. HLB Mann Judd Corporate (NSW) Pty Ltd, acting as Independent Expert, has concluded that both the Share Scheme and the Option Scheme are fair and reasonable and therefore in the best interests of their respective securityholders, in the absence of a Superior Proposal.

Regulatory and Legal Process

The Scheme Booklet includes the explanatory statement required under Part 5.1 of the Corporations Act and has been registered by ASIC pursuant to section 412(6) of the Corporations Act. ASIC has been provided an opportunity to comment on the Scheme Booklet in accordance with section 411(2) of the Corporations Act, and has been requested to provide a statement under section 411(17)(b) that it has no objection to the schemes. Hamilton Locke Pty Ltd prepared the Australian tax implications section of the booklet. The Motio Share Register and Motio Option Register were used to identify securityholders to whom the booklet has been provided.

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