Xref (ASX:XF1) Remains Independent After Shareholders Reject SEEK Scheme at 68 Percent Support

Aditi Sarkar

27 October 2026 10:24 PM AEDT

Xref (ASX:XF1) Remains Independent After Shareholders Reject SEEK Scheme at 68 Percent Support

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Highlights

SEEK's scheme of arrangement received 67.60% of votes cast on 4 February 2025, below the 75% threshold required.
The offer was $0.218 cash per share, an implied equity value of about $41.85 million.
The independent expert valued Xref shares between $0.129 and $0.214 and concluded the scheme was fair and reasonable.
Xref remained listed after the scheme implementation deed was terminated, and it announced an investor webinar for 10 September 2025.

Xref Ltd (ASX:XF1) is still independent after shareholders stopped a takeover. SEEK's cash offer for the HR technology company won 67.60% of votes cast at the scheme meeting, short of the 75% threshold, and the deal fell away.

A Strategic Review Leads to SEEK

Xref began a strategic review on 21 May 2024. On 14 October 2024, it entered an exclusivity deed with SEEK, which had made a non-binding offer of $0.2181 cash per share by scheme of arrangement, based on 189 million shares and assuming out-of-the-money options are cancelled. SEEK held a standstill to 21 December 2024, the day after the scheme booklet was registered. The booklet followed the exclusivity deed by about two months.

Scheme Terms and Independent View

The scheme booklet registered on 20 December 2024 set the price at $0.218 cash per share, an implied equity value of about $41.85 million based on 189,083,266 shares plus 2,906,977 earn-out shares. That was a 61% premium to the undisturbed price of $0.135 on 20 May 2024. BDO valued Xref shares at $0.129 to $0.214 on a controlling basis and concluded the scheme was fair and reasonable. The top of that range sat below the $0.218 offer price.

Break fees and reverse break fees were each $400,000, and 6,375,100 options were on issue, all vested. Xref said it continued to incur losses and negative cash flow, and its debt interest-only period was due to end on the earlier of 31 March 2025 or termination of the deed.

Shareholders Vote Down the Scheme

At the scheme meeting on 3 February 2025, 67.60% of votes cast supported the scheme, below the 75% needed, in addition to a headcount majority. About 32.4% of votes cast were against the scheme. SEEK announced the result on 4 February 2025 and terminated the scheme implementation deed with immediate effect. Xref remained listed.

Return to Independent Strategy

On 28 August 2025, Xref announced an investor webinar for 10 September 2025 at 11am AEST, hosted by founder and chief executive Lee-Martin Seymour, to cover its FY2025 results and strategic initiatives. The notice contained no financial figures, and Xref also released its 2025 corporate governance statement that day.

Stock Price Information

Xref shares rose 5.56% to A$0.038 on 27 October 2026, giving the company a market capitalisation of about A$8.36 million. The stock is down 77.65% over the past year.

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