Noumi Limited (ASX:NOU) has confirmed that its Share Scheme and Option Scheme of arrangement with Arrovest are now legally effective following the lodgement of an office copy of the Supreme Court of New South Wales orders with the Australian Securities and Investments Commission on 11 November 2026.

Key Points

  • Arrovest will acquire all Scheme Shares at $0.1234 per Scheme Share under the Share Scheme.
  • All Scheme Options will be cancelled and extinguished for $0.002 per Scheme Option under the Option Scheme.
  • Quotation of Noumi Shares and Noumi Options on the ASX is expected to be suspended from the close of trading on 11 November 2026.
  • The Record Date for determining entitlements to Scheme Consideration is 7:00 pm (Sydney time) on Friday, 20 November 2026.
  • The Implementation Date, on which Scheme Consideration will be paid, is Friday, 27 November 2026.

Court Approval and Legal Effectiveness of the Schemes

The Supreme Court of New South Wales made orders on 10 November 2026 approving both the Share Scheme and the Option Scheme under sections 411 and 1319 of the Corporations Act 2001 (Cth). Noumi subsequently lodged an office copy of those orders with ASIC, at which point both schemes became legally effective. The court also granted Noumi an exemption from compliance with section 411(11) of the Corporations Act in relation to both schemes, and ordered that the orders be entered forthwith. The announcement was authorised for release by the Independent Board Committee.

Scheme Consideration for Shares and Options

Under the Share Scheme, Arrovest will acquire all Scheme Shares at a price of $0.1234 per Scheme Share. Under the Option Scheme, all Scheme Options held by Scheme Optionholders will be cancelled and extinguished, with holders to receive $0.002 per Scheme Option. The court's approval of the Share Scheme was subject to an amendment under Order 2, which deleted the words "with the result that the Target will become a wholly-owned subsidiary of the Bidder" from clause 2.4(b) of the Share Scheme. Capitalised terms used in the filing carry the meanings defined in the Scheme Booklet released on 2 October 2026.

Indicative Timetable for Scheme Implementation

Noumi disclosed an indicative timetable for the remaining key events under the Schemes. The Record Date, being the time and date for determining entitlements to the Scheme Consideration, is set at 7:00 pm (Sydney time) on Friday, 20 November 2026. The Implementation Date, on which the Schemes will be implemented and the Scheme Consideration will be paid, is Friday, 27 November 2026. Noumi noted that the timetable is indicative only and remains subject to change.