Noumi (ASX:NOU) Registers Scheme Booklet for Arrovest's $0.1234 Per Share Cash Proposal

Sonal Goyal

02 October 2026 08:19 PM AEST

Noumi (ASX:NOU) Registers Scheme Booklet for Arrovest's $0.1234 Per Share Cash Proposal

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Key Highlights

Arrovest would pay $0.1234 per Noumi share and $0.002 per option under the proposed schemes, with a Record Date expected on 20 November 2026.
The Independent Expert, Grant Thornton Corporate Finance, concluded that both schemes are fair and reasonable and in securityholders' best interests, absent a superior proposal.
The Independent Board Committee unanimously recommends voting in favour, subject to no superior proposal and to the Independent Expert continuing to find the schemes in securityholders' best interests.
Scheme meetings are set for 5 November 2026, with a second court hearing on 10 November and implementation expected on 27 November 2026.

Noumi Limited (ASX:NOU) is an Australian FMCG company producing dairy and plant-based beverages, nutritional products and ingredients used in the health and fitness industries. It operates Manufacturing facilities in Victoria and New South Wales and produces brands including the MILKLAB range of long-life dairy and plant-based milks, Australia's Own, So Natural, Vital Strength and PUREnFERRIN lactoferrin.

On 2 October 2026, Noumi announced that its Scheme Booklet has been registered with ASIC for proposed schemes under which Arrovest Pty Ltd would acquire all Noumi shares it does not already own, alongside an option scheme.

Latest Development: Scheme Booklet Registered and Meetings Ordered

The Supreme Court of New South Wales has ordered Noumi to convene a Shareholder meeting to vote on the Share Scheme and an optionholder meeting to vote on the Option Scheme, and approved distribution of the Scheme Booklet dated 2 October 2026. The booklet includes the Independent Expert's Report and the notices of meeting.

If the Share Scheme is implemented, Scheme Shareholders receive $0.1234 per share held on the Record Date. If the Option Scheme is implemented, Scheme Optionholders receive $0.002 per option, with all Options cancelled. The Record Date is currently expected to be 7:00pm (AEST) on Friday, 20 November 2026.

The Share Scheme Consideration is stated as a premium of about 12.2% to the $0.11 closing price on 20 July 2026 and about 30.0% to the 30-day volume-weighted average price to that date. It implies a total Equity value of about $34.2 million on a 100% basis. The booklet also notes a transaction value of approximately $737 million that includes the full Note Redemption Amount, and states this is not the cash payable to securityholders.

Debt Position and Expert Conclusion

The booklet identifies a Facility Maturity in March 2027 and a mandatory cash redemption of the Noumi Convertible Notes of approximately $610 million due in May 2027. It cites net Debt of $48.7 million at 30 June 2026 and $44.0 million under an off Balance Sheet limited recourse facility. It states that Arrovest holds 243,534,845 convertible notes, about 83.4% of those on issue, and that Arrovest is wholly owned by members of the Perich family.

Grant Thornton Corporate Finance found both schemes fair and reasonable. The Independent Board Committee of Genevieve Gregor, Jane McKellar and Stuart Black unanimously recommends a vote in favour, on the same conditions, and notes that each IBC Director holds Noumi securities.

What to Watch Ahead

The Share Scheme Meeting is at 10:30am (Sydney time) on Thursday, 5 November 2026, or once the Annual General Meeting ends if later, followed by the Option Scheme Meeting at 11:00am or once the first meeting ends if later. Voting eligibility is set at 7:00pm on 3 November 2026, and proxies are due by 10:30am and 11:00am respectively on the same day.

If approved, the Second Court Hearing is expected at 9:15am on 10 November 2026, the schemes would become Effective on 11 November 2026 with trading suspended at close that day, and payment is expected on the Implementation Date of 27 November 2026. Each scheme requires at least 75% of votes cast and a majority in number of holders voting.

The Bottom Line

Noumi (ASX:NOU) has registered a Scheme Booklet for a cash proposal of $0.1234 per share, supported by an Independent Expert's fair and reasonable opinion and a unanimous Independent Board Committee recommendation. The implied equity value of about $34.2 million sits against debt obligations of about $703 million, including the notes due in May 2027. Shareholder votes on 5 November 2026 are the next milestone.

FAQs

Q: What did Noumi (ASX:NOU) announce on 2 October 2026?

A:Noumi registered its Scheme Booklet with ASIC for Arrovest's proposed acquisition of Noumi shares by scheme of arrangement and a related option scheme.

Q: What would shareholders and optionholders receive?

A:$0.1234 in cash per Scheme Share and $0.002 in cash per Scheme Option, for holders on the Record Date.

Q: What did the Independent Expert find?

A:Grant Thornton Corporate Finance concluded both schemes are fair and reasonable and in securityholders' best interests, in the absence of a superior alternative proposal.

Q: When are the scheme meetings?

A:Thursday, 5 November 2026, with the Share Scheme Meeting at 10:30am and the Option Scheme Meeting at 11:00am, Sydney time, or later as stated.

Q: When would payment occur?

A:The Implementation Date is currently expected to be 27 November 2026.

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