RooLife Group Announces Jeremy Baldock's Exit and Final Disclosure of 12.5 Million Shares and 15 Million Options

Jeremy Baldock Officially Steps Down from RooLife Group Board on 1 July 2026

RooLife Group Ltd has formally informed the market that Jeremy Baldock ended his tenure as director on 1 July 2026. The submission of an Appendix 3Z — the regulatory form mandated by ASX Listing Rule 3.19A.3 — completes Baldock's disclosure obligations related to his securities interests. The previous notice was dated 30 May 2025, indicating a gap of over a year between disclosures.

The Appendix 3Z is a required disclosure under the ASX Listing Rules and the Corporations Act 2001, ensuring investors receive a comprehensive final record of a departing director’s relevant securities interests. This transparency is especially significant for smaller listed companies like RooLife Group, where insider holdings can represent a substantial portion of the register. The company did not provide reasons for Baldock’s departure in this filing.

Baldock’s Direct Holding of 12.5 Million Fully Paid Ordinary Shares

Part 1 of the final notice confirms that Jeremy Baldock directly held 12,500,000 fully paid ordinary shares in RooLife Group at the time he ceased as director. This represents a significant stake for a director in a company of RooLife’s scale. These shares carry standard voting and dividend rights under the company’s constitution and the Corporations Act.

The disclosure clarifies the size of the shareholding that Baldock may choose to retain or dispose of following his departure. Once no longer a director, Baldock is not subject to the same continuous disclosure obligations regarding his personal securities holdings. The company did not specify Baldock’s intentions concerning these shares, which remain a personal matter.

Indirect Interest in 15 Million Unlisted Options Held via Sainter Nominees and The Maximus Super Fund 2

Part 2 of the Appendix 3Z shows Baldock held a relevant interest in securities not registered in his name. Sainter Nominees Pty Ltd, acting as trustee for The Maximus Super Fund 2, is the registered holder of these options. Baldock’s relevant interest arises from his controlling interest in that entity, as disclosed.

This arrangement, where a director holds securities through a superannuation fund trustee, is common among Australian listed company directors and reflects typical wealth management and tax planning strategies. Despite not being the registered holder, Baldock’s control grants him a notifiable interest under the Corporations Act.

Two Tranches of Unlisted Options with Exercise Prices of $0.006 and $0.01 Expiring May 2027

The disclosed options comprise two tranches: 7,500,000 unlisted options exercisable at $0.006 each, and 7,500,000 exercisable at $0.01 each, both expiring on 21 May 2027. In total, Baldock had a relevant interest in 15,000,000 unlisted options at his departure.

Unlisted options are not traded on the ASX and are subject to the terms of their issuing agreements. The relatively low exercise prices are typical for options granted to directors of smaller ASX-listed companies. Whether these options remain valid or lapse after Baldock’s departure depends on the option agreements, which were not detailed in the notice.

No Contractual Interests Declared in Final Director Notice

Part 3 of the Appendix 3Z, which requires disclosure of any director interests in contracts, was marked "N/A" indicating Baldock held no notifiable contractual interests with RooLife Group at the time of his exit. This is common for departing directors whose roles are primarily governance-focused rather than commercial.

The absence of contractual interests simplifies the regulatory context of Baldock’s departure, indicating no ongoing commercial relationships requiring disclosure or monitoring. The final notice thus reflects a clean separation from the company in contractual terms.

Regulatory Requirements for Departing ASX Directors Under Appendix 3Z

Introduced under ASX Listing Rule 3.19A.3 and section 205G of the Corporations Act 2001, Appendix 3Z mandates departing directors to provide a final comprehensive record of their relevant securities interests as of their cessation date. This obligation is distinct from ongoing Appendix 3X and 3Y filings required when directors join boards or update holdings during tenure.

The purpose of this final disclosure is to provide the market with a complete and accurate account of insider holdings at the end of a directorship. This is particularly valuable for market participants tracking insider movements as part of their investment analysis. RooLife Group’s filing satisfies its regulatory duties on behalf of the former director.

Implications for RooLife Group’s Board Composition Post-Departure

Baldock’s exit changes the composition of RooLife Group’s board, an ASX-listed company specializing in cross-border e-commerce and digital retail, focusing on Australian brands accessing international markets such as China. Board changes in smaller listed companies can affect governance, strategy, and investor sentiment. The market will be attentive to any announcements about new director appointments or committee restructuring.

The company did not disclose any plans for a replacement director or comment on the reasons behind Baldock’s departure or future board direction. Investors seeking further details should monitor subsequent company updates or investor relations communications. The impact on RooLife Group’s operations and strategy will become clearer over time.

Timing of Final Notice Compared to Previous Disclosure in May 2025

The Appendix 3Z indicates Baldock’s last prior notice was dated 30 May 2025, while his cessation occurred on 1 July 2026. This 13-month interval suggests Baldock’s securities holdings remained unchanged during that period, with no Appendix 3Y filings triggered by changes in holdings.

This context informs investors that the holdings disclosed in the final notice—12,500,000 directly held shares and 15,000,000 indirectly held options—reflect the position at departure, consistent with the May 2025 status. Any future transactions by Baldock as a former director will not be subject to the same ASX disclosure rules applicable to current directors.

Investor Considerations Regarding Former Director’s Shareholdings and Option Expiry

Investors monitoring RooLife Group’s register should note that Baldock’s 12.5 million ordinary shares could potentially enter the market in the future, subject to any escrow, voluntary restrictions, or personal decisions. The company did not disclose any escrow or restrictions on these shares.

The 15 million unlisted options, divided into two tranches with exercise prices of $0.006 and $0.01, expire on 21 May 2027 if not exercised beforehand. Whether Baldock retains rights to exercise these options post-departure depends on the option agreements, which were not detailed. Market participants should watch for any disclosures related to these options ahead of their expiry. The immediate share price impact of this disclosure was not evident from public information.