Cluey Ltd Secures ASX Approval to Delist Ahead of August Shareholder Vote
Cluey secures ASX approval to delist, with shareholder vote set for August
Cluey Ltd (ASX: CLU) has received the ASX’s formal Confirmation Decision agreeing to remove the Edtech company from the Official List under Listing Rule 17.11. The decision, received 26 June 2026, advances Cluey’s voluntary ASX delisting, though final approval rests with shareholders.
The decision follows the company’s formal delisting request lodged 24 June 2026 and referenced in its 25 June 2026 announcement to the market. While the ASX has agreed to the removal, the approval is conditional and ultimately depends on a shareholder vote.
Three dates frame the process for investors:
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26 June 2026 — ASX Confirmation Decision received
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On or around 10 July 2026 — Notice of General Meeting and explanatory statement despatched
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Thursday, 13 August 2026 — General Meeting where shareholders vote on the delisting
The August meeting represents a pivotal structural decision for the company. The outcome will determine whether CLU shares cease trading on the ASX.
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What the ASX decision means and the conditions attached
The ASX agreed to the removal “based solely on the information provided” and considered Listing Rule 17.11 only. The exchange made no statement as to the company’s compliance with other Listing Rules. Removal will take place on a date to be determined by ASX in consultation with the company, subject to five conditions.
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Removal must be approved by a special resolution of ordinary shareholders.
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The Notice of Meeting must include a timetable of key dates and specific shareholder statements, in form and substance satisfactory to ASX.
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Removal must take place no earlier than one month after shareholder approval is granted, giving holders at least that window to sell on-market.
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The company must apply to suspend its securities from quotation at least two business days before the proposed removal date.
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The company must release the full terms of the ASX’s decision to the market.
The one-month minimum window is the central shareholder protection. Holders who wish to sell their shares on the ASX must do so before the company is removed from the Official List.
| Condition | Requirement | What it means for shareholders |
|---|---|---|
| Shareholder approval | Special resolution of ordinary shareholders | A higher voting threshold gives holders a meaningful say on the decision |
| Notice of Meeting | Must include a timetable of key dates and specific shareholder statements, satisfactory to ASX | Shareholders receive clear timing on when removal would take effect |
| One-month window | Removal no earlier than one month after approval | At least one month to sell securities on the ASX if desired |
| Suspension notice | Apply for suspension at least two business days before removal | Advance signal that on-market trading is about to end |
| Full disclosure | Release full terms of ASX’s decision to the market | Transparency on the conditions governing the process |
Understanding a voluntary delisting and why it matters to shareholders
A voluntary delisting under Listing Rule 17.11 occurs when a company chooses to leave the Official List of the ASX. The exchange may agree to such a request, recognising that remaining listed may no longer suit an entity at a particular stage in its existence, while attaching conditions to protect shareholders.
The ASX noted that the circumstances fall under section 2.7 of Guidance Note 33. Where a company’s ordinary securities are “not readily able to be traded on another exchange,” the ASX will usually require shareholder approval for removal by way of a special resolution.
A special resolution carries a higher voting threshold than an ordinary resolution, meaning a broader level of shareholder support is needed to pass it. This requirement is designed to give holders a meaningful say in a decision that materially changes how they can trade their securities.
Post-delisting, CLU shares would no longer be tradeable on the ASX. Shareholders retain their holdings unless sold beforehand, and the Notice of Meeting is set to detail alternative processes that would exist after removal to allow security holders to dispose of their holdings.
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Cluey’s wider repositioning and what comes next
Cluey is an ASX-listed Edtech company that combines education and technology, providing curriculum-aligned academic support for students across Australia and New Zealand. It also delivers co-curricular online, holiday camps and after-school programs in Australia through its wholly owned subsidiary, Code Camp.
The company has disclosed that Code Camp’s UK operations will close by 31 August 2026. Cluey is headquartered in Sydney and notes a management team and Board with a track record in building education businesses.
The Art of Smart acquisition termination earlier in 2026 marked a prior strategic pivot for the company, with Cluey walking away from the deal after conditions precedent went unmet and preserving the capital raised in November 2025 for alternative deployment.
The immediate roadmap centres on the August meeting:
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The Notice of General Meeting and explanatory statement are to be despatched on or around 10 July 2026, containing detailed delisting information.
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Shareholders vote at the general meeting on 13 August 2026.
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If approved, removal would occur no earlier than one month after approval, with suspension applied at least two business days prior.
The August meeting stands as the decisive milestone. Investors are encouraged to review the explanatory statement once issued.
Key shareholder action — per the ASX decision
if holders wish to sell their securities on ASX, they will need to do so before the entity is removed from the official list; and if they do not, details of the processes that will exist after the Company is removed from the official list to allow security holders to dispose of their holdings and how they can access those processes.
Investor enquiries are directed to Mark Rohald (Deputy Chairman) and Greg Fordred (CFO and Company Secretary) via investor.relations@clueylearning.com.
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