Key Highlights

  • The Supreme Court of New South Wales has approved the schemes under which Arrovest will acquire Noumi shares.
  • Scheme shareholders will receive $0.1234 per share, and scheme option holders $0.002 per option.
  • The schemes are expected to become effective on 11 November 2026, with Quotation suspended from the close of trading that day.
  • The Record Date is 20 November 2026 and implementation and payment are scheduled for 27 November 2026.

Noumi Limited (ASX:NOU) has announced that the Supreme Court of New South Wales has approved the schemes of arrangement under which Arrovest proposes to acquire all of Noumi's scheme shares. The announcement, dated 10 November 2026, confirms the cash price and the cancellation terms for scheme options, and it sets out the indicative timetable for completing the transaction. The Independent Board Committee authorised the release.

Scheme Consideration and Option Cancellation

Under the share scheme, Arrovest will pay $0.1234 for each scheme share. Under the option scheme, all scheme Options will be cancelled and extinguished for $0.002 each. The option consideration is a nominal amount relative to the share price, and the terms are set out in the scheme booklet released on 2 October 2026.

The terms are the ones set out in the scheme booklet, and capitalised terms in the announcement carry the meanings given there. Shareholders relying on the price should check the booklet for the detailed conditions and tax considerations.

Timetable to Implementation

Noumi expects to lodge the court orders with the Australian Securities and Investments Commission on Wednesday, 11 November 2026. The schemes will become legally effective and binding on that date, and quotation of Noumi shares and options will be suspended from the close of trading. The record date for determining entitlements is 7:00 pm Sydney time on Friday, 20 November 2026, and the implementation date, when the consideration is paid, is Friday, 27 November 2026.

The company notes that the timetable is indicative and subject to change, so the dates may move if lodgement or other steps are delayed.

About the Business Being Acquired

Noumi describes itself as a leading Australian fast-moving consumer goods company making dairy and plant-based beverages, nutritional products and ingredients for the health and fitness sector. It operates Manufacturing facilities in Victoria and New South Wales and produces brands including MILKLAB long-life milks, Australia's Own, So Natural, Vital Strength and PUREnFERRIN lactoferrin.

What Changes for Shareholders

Once the schemes are implemented, Noumi shareholders will receive cash and cease to hold shares in the company, and the listing will be removed. Holders who do not wish to accept the cash price have no option to remain invested in the listed company under these terms, so the decision rests on whether the price is acceptable.

Risks and Matters to Monitor

The main risk is that the timetable slips. The schemes are subject to lodgement with the regulator, and the dates depend on that step. Any conditions in the scheme booklet that remain unsatisfied could also affect implementation. Shares will trade until quotation is suspended, and their price after that point is not relevant to scheme holders, who will receive the fixed consideration.

Final Word

Court approval marks the last major legal step before Noumi's shareholders are paid a fixed cash price under the Arrovest schemes. The remaining events are the lodgement with ASIC on 11 November, the record date on 20 November and payment on 27 November. Each of those dates will confirm whether the transaction completes as scheduled.