Oldfields completes sale of core business to EQM-backed buyer
Oldfields Holdings Ltd (in liquidation) notified the ASX on 18 August 2026 that it has completed the sale of its manufacturing, engineering and construction business known as ‘Oldfields’.
The relevant agreements were signed on 29 June 2026, went unconditional, and completed on 18 August 2026. The business and associated assets were acquired by Oldfields Group Services Pty Ltd (OGS).
EQM Holdings Pty Ltd is a party to the Master Business Sale Deed, but the acquiring entity is OGS, not EQM. The transaction was executed by the liquidator of the Company as a disposal of its main undertaking while in liquidation, rather than a forward-looking growth arrangement.
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The structure of the transaction
The sale was effected through three interlocking agreements, each involving different parties across the corporate group.
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Master Business Sale Deed — parties: the Company, its subsidiary Oldfields Pty Ltd (in liquidation) (OP), OGS, the liquidator of the Company, the liquidator of OP, and EQM Holdings Pty Ltd.
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Share and Business Sale Agreement — parties: the Company, OGS, and the liquidator of the Company.
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Asset Sale Agreement — parties: OP, OGS, and the liquidator of OP.
Under these agreements, the Company agreed to sell to OGS all right, title and interest in the manufacturing, engineering and construction business of the Company known as ‘Oldfields’, and any and all assets used in the Company’s business, except for specified excluded assets.
The terms of the sale are confidential other than the material terms disclosed in the notification. The cash consideration payable under the sale documents was not disclosed and remains confidential.
| Item | Detail |
|---|---|
| Business sold | Manufacturing, engineering and construction business known as ‘Oldfields’ |
| Assets transferred | All assets used in the business, except for specified excluded assets |
| Consideration | Cash amounts (confidential) plus assumption of specified liabilities |
| Liabilities assumed | Specified liabilities of the Company and OP, including all amounts owing to PAM |
| Completion date | 18 August 2026 |
| Sunset date | 30 August 2026, or as otherwise agreed |
What OGS is paying and assuming
In consideration for the purchase, OGS agreed to provide the following.
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Cash amounts calculated under the sale documents, the quantum of which is confidential and was not disclosed.
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Assumption of specified liabilities of the Company and OP, including all amounts owing to Pure Asset Management Pty Ltd (PAM) in its capacity as trustee for the Income and Growth Fund under the specified PAM Security Documents.
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Offers of employment to employees of the Company and OP.
The core financial effect of this consideration structure is that OLH is relieved of its liability to its secured creditor, PAM.
Financial effect for OLH security holders
The notification set out two explicit consequences of the transaction. The Company is not likely to derive any future potential earnings from the business and assets sold. The Company will also be relieved of its liability to PAM.
The following procedural facts apply.
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No securities in the Company are proposed to be issued in connection with the transaction.
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Listing Rule 11.2 does not apply to the transaction. Having regard to ASX Guidance Note 12 at [4.6], the sale was made by the liquidator of the Company acting under his statutory powers.
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The transaction has a sunset date of 30 August 2026, or as otherwise agreed by the parties.
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