Noumi Limited Secures Binding Scheme Deed with Arrovest to Tackle $610 Million Convertible Note Redemption

Noumi’s Comprehensive Strategic Review and Solution for Note Maturity

Noumi Limited completed an extensive year-long strategic review to explore financially viable options to manage the approximately $610 million mandatory cash redemption of its convertible notes due in May 2027. The review assessed various alternatives including asset disposals, recapitalization, refinancing, and note amendments. Conducted with adviser support, the process aimed to maximize shareholder value while addressing the company’s significant debt obligations.

The independent board committee, consisting of Genevieve Gregor, Jane McKellar, and Stuart Black, concluded that Arrovest’s proposal is the sole credible and executable solution identified. Noumi did not receive alternative offers capable of fully repaying or refinancing the notes on acceptable terms to all institutional noteholders. The announcement’s timing is critical as the note maturity is less than 12 months away, making an actionable resolution essential for operational continuity and shareholder protection.

Share Scheme Offer and Market Premium

Under the proposed share scheme, shareholders (excluding Arrovest) as of the record date will receive $0.1234 cash per ordinary share. This represents a 12.2% premium over the $0.11 closing price on 20 July 2026 and a 30% premium to the 30-day volume-weighted average price of approximately $0.0949 per share, delivering significant value above recent trading levels.

The scheme consideration implies an approximate $34.2 million equity value on a 100% basis. Total debt obligations, including the mandatory convertible note redemption, stand at roughly $703 million. Combined with equity and full note redemption, the transaction value totals approximately $737 million. The independent directors unanimously recommend shareholders approve the scheme, contingent on no superior proposal and a positive independent expert opinion.

Convertible Note Details and Arrovest’s Acquisition Role

Noumi’s convertible notes mandate cash redemption at maturity in May 2027, calculated as a multiple of the initial face value minus any cash interest paid. The estimated redemption amount is approximately $610.4 million. As of 30 June 2026, the company held net debt of $48.7 million plus $44 million under an off-balance sheet limited recourse facility, totaling about $703 million in debt.

Arrovest has agreed to purchase notes from institutional holders willing to sell at a discount, potentially increasing its note holdings to 83.5%. The second largest institutional noteholder retains 16.5%. This arrangement provides liquidity to noteholders not seeking maturity extension while consolidating note ownership with the share acquirer, effectively addressing both equity and debt components in a coordinated manner.

Scheme Treatment for Listed Options and Other Securities

Arrovest will acquire all listed options (ASX:NOUO) under a separate option scheme for $0.002 cash per option, ensuring fair treatment of option holders as a distinct security class. Convertible redeemable preference shares will convert to ordinary shares before scheme implementation, simplifying capital structure and integrating preference shareholders into the main equity scheme.

Unquoted and unvested employee options, currently out of the money, are expected to be cancelled. These treatments aim to streamline the post-transaction capital structure while providing equitable outcomes for different security holders. The arrangements reflect customary conditions for a scheme of this nature and scale.

Independent Board Committee’s Unanimous Recommendation and Governance

The Independent Board Committee—Genevieve Gregor, Jane McKellar, and Stuart Black—unanimously recommends shareholders and listed optionholders vote in favor of the schemes, subject to no superior proposal and a favorable independent expert opinion confirming the schemes are in the best interests of security holders.

Each independent director holds shares, listed options, and notes in Noumi, and investors should consider these interests when evaluating the recommendation. Detailed disclosures of director holdings will be provided in the scheme booklet before the scheme meeting, ensuring transparency as part of the governance framework.

Financial Performance Update and FY27 Outlook Amid Economic Challenges

Based on preliminary unaudited management accounts for the year ending 30 June 2026, Noumi expects FY26 adjusted operating EBITDA between $61 million and $63 million, up from $57.4 million in FY25. This growth reflects operational improvements across the portfolio. Adjusted EBITDA excludes non-recurring items such as recapitalization and litigation costs and unrealized foreign exchange impacts.

For FY27, Noumi remains cautious due to macroeconomic uncertainties, including challenges in recovering increased input costs driven by global and domestic factors. Industry-wide pressures like elevated commodity prices and supply chain issues may constrain earnings growth despite operational gains. This outlook provides important context for shareholders assessing the scheme against future earnings prospects.

Noumi’s Business Platform: MILKLAB Expansion and Dairy & Nutritionals Growth

Noumi operates as an Australian dairy and nutritionals company with a portfolio of branded products, including the rapidly growing MILKLAB brand and a broader Dairy & Nutritionals division. Since its March 2021 recapitalization, the company has resolved major legacy issues and strengthened its operating platform, investing in brands, channels, and markets to support long-term growth.

The business model focuses on Australian dairy and nutritional supplements, distributing branded products through multiple channels. With FY26 adjusted EBITDA of $61 million to $63 million, Noumi demonstrates operational scale and maturity. Its market presence and brand portfolio are key factors for investors evaluating the company’s intrinsic value and the adequacy of the scheme consideration.

Scheme Timeline, Conditions, and Implementation Process

The schemes are expected to proceed through shareholder and optionholder meetings with implementation targeted for November 2026, approximately four months from the announcement. This timeline allows shareholders and optionholders to review detailed information and vote before the May 2027 note maturity. The accelerated schedule reflects the urgency due to the impending redemption obligation.

The schemes are subject to customary conditions including approval by scheme shareholders and listed optionholders, and regulatory consents. Arrovest has provided funding certainty, though specific funding details remain undisclosed. No immediate action is required from shareholders or optionholders; further information will be included in the forthcoming scheme booklet. The independent expert’s assessment will be pivotal in advancing the transaction.

Arrovest’s Proposal: The Only Viable Outcome from Strategic Review

Noumi emphasized that Arrovest’s proposal is the only executable solution identified through the year-long strategic review that delivers shareholder value at a premium and addresses the mandatory note redemption due in May 2027. Despite evaluating asset sales, recapitalizations, refinancings, and note amendments, no alternative could fully repay or refinance the notes on acceptable terms or provide comparable shareholder value.

The proposal’s uniqueness stems from Noumi’s structural constraints, including the $610 million note maturity, mandatory cash redemption, and tight timeframe. As the largest shareholder and noteholder, Arrovest has the financial capacity and strategic motivation to acquire the company and restructure its capital base. The independent board committee’s conclusion that this is "the only credible and executable pathway" underscores the absence of viable alternatives within the required timeframe.