SIV Capital signs Scheme Implementation Deed to acquire PPK Mining Equipment Group
SIV Capital Limited (ASX:SIV) has entered into a Scheme Implementation Deed with PPK Mining Equipment Group Limited (PPKME), under which SIV proposes to acquire 100% of the issued shares in PPKME by way of a scheme of arrangement.
PPKME is an established Australian mining equipment manufacturing, service and technology business focused principally on the underground coal mining industry. The Scheme is subject to a number of conditions, including regulatory, Court and shareholder approvals.
Key terms of the Scheme:
- PPKME shareholders may elect, subject to scale-back, to receive cash of $0.22 per PPKME share, or one fully paid ordinary share in SIV per PPKME share, or a combination of $0.11 and 0.5 SIV shares per PPKME share.
- Maximum cash consideration is $9,308,991 and maximum scrip is 42,313,598 new SIV shares.
- Based on an indicative issue price of $0.22 per SIV share, the Scheme implies a PPKME equity value of approximately $18,617,983.
- PPKME shareholders are expected to hold between 42.85% and 44.91% of SIV immediately following implementation.
The Board of PPKME unanimously recommends the Scheme, in the absence of a superior proposal and subject to an Independent Expert concluding (and continuing to conclude) that the Scheme is in the best interests of PPKME shareholders. SIV’s shares remain suspended from official quotation while the Scheme and ASX re-compliance process are progressed.
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What PPKME brings to the merged group
PPKME designs, manufactures, overhauls, maintains and supports underground mining equipment and associated technologies. Its proprietary products include Driftrunner personnel carriers, CoalTram load-haul-dump utility vehicles, Jug-A-0 diesel-powered LHD vehicles and Brumby utility vehicles, along with small mining equipment under the Rambor and Firefly brands.
It operates from facilities at Tomago, Port Kembla, Mt Thorley and Mackay, covering key mining regions in New South Wales and Queensland.
The SIV Board believes the transaction provides an opportunity to:
- transform SIV from a company with limited residual operations into the holding company of an established Australian operating business;
- provide SIV shareholders with exposure to PPKME’s mining equipment, manufacturing, service and technology operations;
- provide PPKME with access to public equity markets to support its future growth and capital requirements;
- restore liquidity for SIV shareholders through reinstatement of SIV’s shares to official quotation, subject to satisfaction of ASX’s requirements.
The SIV directors describe the business as established and cash generative with a diversified customer base, and the Scheme is expected to be earnings accretive for SIV shareholders, in the directors’ opinion.
Pro forma balance sheet
The pro forma is based on audited accounts of SIV and PPKME at 30 June 2026 and includes $2 million of debt and a $1 million equity raising. It is unaudited and may be subject to change. Amounts are in $000s.
| Item | SIV Capital | PPKMEG | Pro forma post merger |
|---|---|---|---|
| Cash | 7,809 | 4,980 | 5,900 |
| Total assets | 7,870 | 55,233 | 56,214 |
| Total liabilities | 72 | 31,232 | 33,304 |
| Net assets | 7,798 | 24,001 | 22,910 |
How the Scheme consideration and funding work
Election and scale-back
Eligible PPKME shareholders can elect the form of Scheme Consideration, and those who make no valid election are deemed to have made a Cash Election. If elections exceed the cash or scrip caps, scale-back applies and affected shareholders receive the balance in the alternative form.
No Scheme shareholder will be issued shares that would result in holding more than 19.99% of SIV immediately after implementation. PPKME shareholders with a registered address outside Australia receive cash in place of scrip.
Capital raising and bridging loan
SIV intends to undertake a capital raising under a prospectus at $0.22 per SIV share to raise between $1 million and $2 million before costs. It is expected to be fully underwritten by AIB Consolidated Holdings Pty Ltd (or such other lead manager and underwriter acceptable to ASX), with an equity underwriting fee of up to 6%, subject to execution of definitive documents.
SIV also proposes to enter into a bridging loan facility of up to $2 million, with Finexia Credit Pty Ltd anticipated as provider. It is expected to be drawn only to the extent required, with a facility fee of up to 2% payable. The raising proceeds, SIV’s existing cash and the facility are expected to fund the cash component and transaction costs.
On completion, indicative ownership is expected to be:
| Holder group | Shares ($1m raise) | % ($1m raise) | Shares ($2m raise) | % ($2m raise) |
|---|---|---|---|---|
| Existing SIV shareholders | 47,352,839 | 50.26% | 47,352,839 | 47.95% |
| Former PPKME shareholders | 42,313,598 | 44.91% | 42,313,598 | 42.85% |
| Prospectus investors | 4,545,455 | 4.82% | 9,090,909 | 9.21% |
| Total shares on issue | 94,211,892 | 100.00% | 98,757,346 | 100.00% |
Why SIV directors recommend the deal
The SIV directors unanimously recommend that shareholders vote in favour of the resolution required under ASX Listing Rule 11, in their opinion because:
- the Scheme provides a strategic opportunity to acquire an established, cash generative business with a diversified customer base and product offering;
- the Scheme Consideration reflects an attractive valuation for PPKME and is expected to be earnings accretive for SIV shareholders;
- the combined group is expected to have a larger market capitalisation, improved scale and a broader platform for future growth opportunities;
- completion and SIV’s re-compliance with Chapters 1 and 2 of the ASX Listing Rules is expected to restore the ability to trade SIV shares on ASX.
Without SIV shareholder approval, the Scheme cannot proceed and SIV’s securities will remain suspended. On and from 18 December 2026, they will be delisted, subject to an extension.
The conditions include:
- the Independent Expert concluding, and not changing or withdrawing its conclusion, that the Scheme is in the best interests of PPKME shareholders;
- approval by the requisite majorities of PPKME shareholders at the Scheme Meeting;
- SIV shareholder approval under ASX Listing Rule 11.1.2;
- ASIC and ASX approvals, and Court approval;
- SIV completing due diligence on PPKME before the earlier of lodgement of the prospectus and 18 December 2026;
- SIV having the Bridging Loan Facility in place by 8.00am on the Second Court Date.
The Scheme requires SIV to re-comply with Chapters 1 and 2 of the ASX Listing Rules. ASX has provided preliminary feedback identifying outstanding matters to be addressed, and retains absolute discretion under Listing Rule 1.19 on re-admission.
Following completion, Dale McNamara will be appointed an executive director, and Liam Fairhall a non-executive director and company secretary. Allan English will continue as Chairman and Bede King as a non-executive director.
Key dates ahead for SIV and PPKME shareholders
The timetable is indicative only and may be amended by the directors.
- Notice of Meeting despatched to SIV shareholders: 13 November 2026.
- Draft Scheme Booklet (including Independent Expert’s Report) lodged with ASIC: 27 November 2026 (target).
- SIV shareholder EGM: 15 December 2026 (expected).
- First Court Hearing: 15 December 2026 (target).
- Prospectus lodged with ASIC: 17 December 2026.
- Scheme Booklet despatched to PPKME shareholders: 18 December 2026 (target).
- SIV delisting date absent an extension: 18 December 2026. ASX has indicated it would be minded to extend the deadline to 17 March 2027, provided the stated conditions are met by 18 December 2026.
- Prospectus Offer opens: 29 December 2026 (target).
- Scheme Meeting: 18 January 2027 (target).
- Prospectus Offer closes: 21 January 2027 (provisional target, subject to confirmation).
- Second Court Hearing and Effective Date: 21 January 2027 (target).
- Implementation, ASX re-admission and re-quotation: 3 February 2027 (target).
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