Highlights

• The Supreme Court of New South Wales approved the schemes of arrangement for Noumi Limited (ASX: NOU) on 10 November 2026.

• Under the Share Scheme, Arrovest will acquire all scheme shares; under the Option Scheme, all scheme Options will be cancelled and extinguished.

• ASX Quotation of Noumi shares and options is expected to be suspended from the close of trading on 11 November 2026.

• The Record Date for entitlements is 7:00pm (Sydney time) on 20 November 2026, with the Implementation Date set for 27 November 2026.

Noumi Limited (ASX:NOU), a leading Australian fast-moving consumer goods (FMCG) company known for its dairy and plant-based beverage brands, has received court approval for its schemes of arrangement. The Supreme Court of New South Wales issued its orders on 10 November 2026, clearing the final major regulatory hurdle for the proposed Acquisition of Noumi by Arrovest. This marks a significant milestone in the conclusion of Noumi's time as a publicly listed company, with the transaction set to be implemented in late November 2026.

Details of the Court-Approved Schemes

The court approved two interconnected schemes. The first, the Share Scheme, provides for Arrovest to acquire all Noumi shares held by eligible securityholders. The second, the Option Scheme, provides for all Noumi options to be cancelled and extinguished. Both schemes are designed to deliver a full acquisition outcome for Arrovest, ensuring that neither residual Equity nor optionality remains in public hands post-implementation. The schemes together constitute a comprehensive corporate transaction that covers both the ordinary Share Capital and the options on issue.

The court orders were expected to be lodged with the Australian Securities and Investments Commission (ASIC) on 11 November 2026. Under the Corporations Act, the schemes become legally effective and binding upon all relevant Noumi securityholders at the time the court orders are filed with ASIC. This is a legally significant moment as it converts the scheme from a conditional proposal into a binding legal obligation.

Suspension of ASX Quotation and Timetable

Following the lodgement of the court orders with ASIC, ASX quotation of Noumi shares and Noumi options is expected to be suspended from the close of trading on 11 November 2026. This is a standard procedural step in the implementation of a scheme of arrangement. The Record Date — the date used to determine which securityholders are entitled to receive scheme consideration — is set for 7:00pm (Sydney time) on 20 November 2026.

Implementation and Background

The Implementation Date, on which the schemes will be fully executed and consideration paid to eligible securityholders, is 27 November 2026. Noumi operates well-known Australian brands including MILKLAB, Australia's Own, So Natural, and Vital Strength, as well as producing PUREnFERRIN lactoferrin. The company operates Manufacturing facilities in Victoria and New South Wales. The transaction represents the culmination of a strategic review and a competitive process to deliver value to securityholders, following a period of financial restructuring and market repositioning for the business.

Key Insights

Court approval of the schemes removes the final major hurdle to the Arrovest acquisition of Noumi, with the transaction now proceeding on a binding legal basis.

Noumi's suspension from ASX quotation will follow shortly after ASIC lodgement of the court orders, effectively bringing trading in NOU securities to a close.

The structured timetable — Record Date on 20 November and Implementation Date on 27 November — gives securityholders clarity on when consideration will be received.

The transaction wraps up a significant period of strategic and financial transformation for Noumi, a Business that has undergone considerable change since its prior listing as Freedom Foods Group.