Embelton proposes ASX delisting with $11.00 per share buy-back offer
Embelton Limited (ASX: EMB) announced on 4 November 2026 that it will seek shareholder approval at an extraordinary general meeting (EGM), anticipated for 15 December 2026, to be removed from the Official List under ASX Listing Rule 17.11A.2. The Embelton delisting would be accompanied by an off-market equal access share buy-back.
The buy-back price is expected to be $11.00 per share, a 33.33% premium to the 30 October 2026 closing price of $8.25 and to the 20-day volume weighted average price as at that date. For remaining holders, that sets a defined exit price well above recent trading.
The delisting requires approval by special resolution. The buy-back is subject to shareholder approval at the same meeting.
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Why the board says delisting is in shareholders’ interests
The Board considers the delisting to be in the best interests of the Company and its shareholders, citing thin trading, listing costs and management time.
Thin trading and concentrated register
There are currently 2,157,857 EMB shares on issue. The current Top 3 shareholders hold approximately 74.42% of issued capital, while the Top 20 have held between 88.847% and 90.146% in each year since August 2023.
The Board believes the current register is not sufficient to maintain an orderly and liquid market for trading in EMB shares. It does not believe there will be a significant increase in shareholder spread or liquidity in the foreseeable future.
| Month | Actual days traded / Available trading days | Monthly volume | Average daily value traded in month |
|---|---|---|---|
| June 2026 | 5 / 21 | 4,354 | $1,708 |
| July 2026 | 2 / 23 | 1,847 | $660 |
| August 2026 | 1 / 21 | 75 | $33 |
| September 2026 | 1 / 22 | 1,926 | $726 |
Cost savings and management time
The Board believes the costs of remaining listed no longer outweigh the benefits of delisting. Expected annual operating costs associated with remaining listed total $160,080:
- Accounting and company secretarial staff: $113,000
- ASX annual listing fee: $39,080
- ASX and Registry fees, AGM, proxy and annual report printing fees: $8,000
A significant portion of management time is being dedicated to time-intensive matters relating solely to the ASX listing. If the Company is delisted, that time will be able to be spent on other value-adding matters.
How the $11.00 buy-back works
A delisting removes a company’s shares from trading on the ASX. A buy-back is different: the company itself purchases shares from holders who choose to sell, and those shares are cancelled.
After delisting, Embelton will be classified as an “unlisted disclosing entity” for as long as it has at least 100 shareholders. The company will still be governed by the Corporations Act 2001 (Cth) and its Constitution, and the Constitution will remain unchanged immediately following delisting.
Shareholders will continue to have the right to exercise voting rights, receive notices of meetings and other notices, and receive any dividends that may be paid. Takeover provisions under Chapter 6 continue to apply for as long as the company has more than 50 members, and continuous disclosure obligations apply while it has at least 100 members.
Key terms of the buy-back (should it proceed):
- Maximum bought back: up to 747,770 shares (34.65% of shares on issue), because George Embelton and Elizabeth Montgomery & Bridget Tomkins, who collectively hold 65.35%, will abstain
- Shares on issue: may fall from 2,157,857 to a minimum of 1,410,087
- Price: expected to be $11.00, with the Directors intending that it include a franked dividend component of $10.46
- Funding: existing cash reserves and existing debt facilities
- Cancellation: shares that are bought back will be cancelled
The Directors believe there is likely to be sufficient capacity to accommodate all shareholders seeking to exit. The Directors sought to balance the interests of participating shareholders with those who wish to retain their shares.
| Director | Number of Shares | % of issued shares |
|---|---|---|
| George Embelton | 1,006,087 | 46.62% |
| Ross Baldwin | 6,535 | 0.30% |
| James Embelton | 32,684 | 1.51% |
Directors and their related entities may participate on the same terms as other shareholders, subject to complying with EMB’s policies and procedures. The total consideration payable to any Director and related entities must not equal or exceed 5% of EMB’s equity interests as set out in its 2026 Annual Report. No Director will receive any payment or benefit of any kind from the buy-back other than in their capacity as a shareholder.
Separately, the Company intends to undertake a minimum holding share buy-back under section 257A of the Corporations Act for shareholdings of less than a marketable parcel. It will proceed regardless of whether the delisting occurs, and will be the subject of a separate announcement to ASX.
What delisting means for holders
The consequences of the delisting for the Company and its shareholders include:
- Shares cease to be quoted and traded on the ASX, and CHESS holdings convert to the certificated sub-register. No action is required by shareholders.
- Except for the buy-back arrangements, shareholders can only sell via off-market private transactions. The Company has no present intention to list on another exchange and cannot guarantee a liquid market will exist.
- Capital raising would require a full prospectus or a disclosure-exempt placement under section 708 of the Corporations Act.
- The ASX Listing Rules and ASX Corporate Governance Principles and Recommendations no longer apply, though the Corporations Act continues to.
Shareholders who consider the delisting oppressive or unfairly prejudicial may apply to the court under Part 2F.1 of the Corporations Act. Those who consider it involves “unacceptable circumstances” may apply to the Takeovers Panel.
What happens next for Embelton shareholders
The announced timetable is indicative only and may be subject to change by the Company or ASX without notice:
- 13 November 2026: Notice of EGM and Explanatory Statement dispatched to shareholders (anticipated).
- 15 December 2026: EGM held to approve the delisting (anticipated).
- 18 January 2027: Suspension from quotation (anticipated).
- 20 January 2027: Removal from the Official List (anticipated), no earlier than one month after shareholder approval.
- 8 February 2027: Buy-back opens and documents dispatched to eligible shareholders.
- 22 February 2027: Buy-back closes.
- 2 March 2027: Settlement of the buy-back.
If the ASX agrees to the delisting request after shareholder approval, the Company will announce the Suspension Date and the Delisting Date. Shares may continue to trade until close of trade 2 trading days before the proposed delisting date.
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