NGS completes Sprout Organic acquisition and names founder as CEO
Nutritional Growth Solutions Ltd (ASX: NGS) has completed its acquisition of 100% of the issued capital of Sprout Organic Pty Ltd, including its wholly owned subsidiary Better Brands 3PL Pty Ltd, through NGS subsidiary Better Brands Global Pty Ltd. Shareholder approval was secured at the company’s Annual General Meeting on 10 August 2026, with completion now effective.
Concurrent with completion, Selasi Berdie, founder of Sprout, has been appointed Chief Executive Officer and Executive Director of NGS. The dual announcement marks a significant structural and leadership milestone for the combined group, with Berdie stepping into the role alongside newly appointed Chief Operating Officer Joel Dening.
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Share issuance and consideration structure
Four distinct tranches of securities have been issued in connection with completion. The consideration shares issued to Sprout shareholders represent the largest tranche, with additional allotments covering the conversion of founder loans and two separate tranches of Sprout convertible notes.
| Tranche | Description | Shares Issued | Issue Price | Approval Mechanism |
|---|---|---|---|---|
| 1 | Consideration shares to Sprout shareholders | 401,228,887 | A$0.02 | AGM shareholder approval (10 Aug 2026) |
| 2 | Conversion of founder loans | 45,771,114 | N/A | AGM shareholder approval (10 Aug 2026) |
| 3 | Conversion of Sprout convertible notes (first tranche) | 13,888,889 | N/A | AGM shareholder approval (10 Aug 2026) |
| 4 | Second tranche of Sprout convertible notes ($249,000) plus interest, converted at $0.018 per share | 15,839,238 | A$0.018 | 15% placement capacity under ASX Listing Rule 7.1 |
Following all allotments, NGS will have 964,041,335 fully paid ordinary shares on issue.
Voluntary escrow locks in 331.7 million shares for 12 months
Each of Sprout’s five major shareholders has agreed to voluntary escrow of 90% of the consideration shares issued to them. In total, 331,770,756 consideration shares are subject to voluntary escrow for 12 months from the date of issue, locked until 30 September 2027. The remaining 69,458,131 consideration shares are not subject to escrow.
Leadership team takes shape for the combined group
The combined group now has a defined executive structure in place, with the board consolidating to three members following a series of appointments and departures effective from completion.
Selasi Berdie — CEO and Executive Director
Berdie founded Sprout and led what NGS describes as the launch of Australia’s first certified organic, plant-based infant formula in 2021. His employment terms include a base salary of A$200,000 per annum plus statutory superannuation, with no fixed term.
A performance rights package of 60,000,000 rights at a notional issue price of A$0.02 (aggregate notional value of A$1.2 million) has been structured across six equal tranches, subject to shareholder approval under Listing Rule 10.14 and continued employment. Vesting is tied to share price and financial performance milestones measured between 30 June 2027 and 31 December 2028.
Joel Dening — Chief Operating Officer
Dening is a CPA who spent 14 years at BSc (Body Science), the Gold Coast sports nutrition brand, progressing from Commercial Manager to Global Commercial Director. He led BSc’s commercial strategy and international sales, growing its distribution across Chemist Warehouse, Coles and Woolworths — the same retail channels through which Sprout operates. He holds a Bachelor of Accounting and Human Resource Management from Griffith University.
Board composition post-completion:
- Andrew Grover — Non-Executive Chairman
- Manik Pujara — Non-Executive Director (transitioned from Executive Director and Interim CEO)
- Selasi Berdie — CEO and Executive Director
Guy Khavia resigned as Non-Executive Director effective 30 September 2026. Ben Chester, whose appointment as Group Chief Operating Officer was foreshadowed in the company’s announcement of 25 May 2026, has resigned and will not be joining the combined group.
Selasi Berdie, CEO and Executive Director
“Completion brings together complementary products, channels and capabilities across infant, toddler and children’s nutrition. I am pleased to be leading the business through its next phase, with Joel alongside me, and look forward to working with the Board and team to integrate the businesses and pursue the growth ahead of us.”
Andrew Grover, Non-Executive Chairman
“I thank shareholders for their support of the transaction. The acquisition of Sprout meaningfully broadens NGS’s product portfolio and market opportunity, and I am delighted to welcome Selasi and Joel to their new roles.”
What the combined NGS group looks like for investors
NGS now operates as a multi-brand children’s nutrition group with three distinct business units. Sprout Organic covers infant, toddler, kids and snack ranges, sold through more than 1,000 retail stores in Australia and in export markets. Healthy Heights is a clinically studied growth nutrition range targeting children aged three and over. The group also operates Better Brands 3PL, a third-party logistics business.
The two nutrition brands address different life stages, with Sprout’s range beginning from infancy and Healthy Heights picking up from age three. NGS describes Sprout as producing what it calls “the world’s first certified organic, 100% plant-based infant formula made to the FSANZ standard,” a positioning that underpins the brand’s differentiation in a growing segment of the Australian infant nutrition market.
The original Sprout acquisition terms announced in May 2026 included a concurrent A$2.5 million placement and approximately A$870,000 in identified annualised cost savings from back-office consolidation and a unified logistics model, financial groundwork that now underpins the combined group’s integration plan.
Retail distribution across Chemist Warehouse, Coles and Woolworths is already established for Sprout, meaning the combined group benefits from Dening’s direct experience scaling distribution across those same retailers. Dening’s direct experience scaling distribution across those same retailers adds operational credibility to that growth pathway.
The voluntary escrow arrangement — locking 331,770,756 consideration shares until 30 September 2027 — reflects a 12-month alignment between Sprout’s founding shareholders and the combined group’s performance, reducing near-term overhang risk from the consideration share issuance.
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