Orion Equities Seeks Approval to Delist From ASX With Indicative Last Trade 29 Dec

Orion Equities Limited (ASX:OEQ) will seek shareholder approval at its AGM on 27 November 2026 for its voluntary delisting from the ASX Official List under Listing Rule 17.11A.2. The proposal needs a special resolution, and the Board considers that, “on balance”, it is in the best interests of the Company to put it to shareholders.

Orion Equities has set an anticipated last trading day of 29 December 2026 and an earliest Delisting Date of before market open on 31 December 2026. Both dates are indicative only, which leaves holders a defined window to sell on-market before trading ends.

Five reasons the Board is putting delisting to shareholders

The Board summarised the following reasons for the proposed voluntary delisting:

1. Small shareholder base: 163 holders as at 23 October 2026, of whom 24 hold an unmarketable parcel (worth less than $500).
2. Thin liquidity: 296k shares (2% turnover) traded in the nine months to 30 September 2026, against annual turnover of 767k (5%) to 1,396k (9%) over the preceding four years.
3. High concentration: the top 20 shareholders hold 90%, and Queste Communications Ltd (ASX:QUE) holds 59.86% voting power.
4. Cost savings: estimated at approximately $41,000 per annum, covering the ASIC Industry Funding Levy, ASX annual listing fees, ASX CHESS fees, share registry fees, audit fees and accounting and administration costs.
5. Valuation gap: market capitalisation has historically not reflected underlying net asset value.

The Board stated it does not believe there will be a significant increase in shareholder spread or liquidity in the foreseeable future.

Share price discount to NTA

Net tangible asset (NTA) backing is the value of a company’s tangible assets per share. The table below compares post-tax NTA backing with the volume weighted average price (VWAP) for each financial year, as set out in the announcement’s Annexure C.

The discount has not been constant. The shares traded at a premium to NTA backing in the years ending 30 June 2022 (43%) and 30 June 2019 (11%).

What delisting means for shareholders

A voluntary delisting removes a company’s shares from trading on the ASX. For a small-cap holder, the practical effects centre on liquidity (how easily shares can be sold), free float (the portion of shares actually available to trade) and the cost of maintaining a listing.

The announcement summarised these consequences:

• Shares would cease to be quoted and traded on the ASX, and CHESS-sponsored holdings would convert to the issuer-sponsored certificated sub-register. No action is required from shareholders.
• Shares could only be sold via off-market private transactions, and the Company can provide no assurances or guarantees that a liquid market will exist.
• The ASX Listing Rules and ASX Corporate Governance Principles and Recommendations would no longer apply.
• Orion would become an “unlisted disclosing entity” under the Corporations Act 2001 (Cth) for as long as it has at least 100 members.
• Audited annual and auditor-reviewed half-yearly financial statements would continue, and an AGM must be held at least once each calendar year.
• The Chapter 6 takeover provisions would continue for as long as the Company has more than 50 members.
• Capital raising would require a full prospectus or a disclosure-exempt placement under section 708 of the Corporations Act.
• The Constitution would otherwise remain unchanged, and shareholders would keep their voting rights, notices of meetings and any dividends paid.

If Orion ceases to be an unlisted disclosing entity, continuous disclosure and auditor-reviewed half-yearly reporting obligations would fall away. It would still need to lodge annual audited financial statements and hold AGMs.

Exit options for shareholders

Shareholders may sell on the ASX before the Suspension Date, subject to there being sufficient market depth for the shares.

Orion intends, subject to appointing a broker on acceptable terms, to initiate an on-market “10/12 limit” buy-back. Listing Rule 7.29 requires transactions in a company’s shares on at least 5 days in the previous 3 months, so the buy-back may not offer a practical opportunity given the lack of liquidity.

After delisting, Orion will investigate and potentially engage a third-party Private Trading Platform Service to match buyers and sellers. There is no assurance that it will be engaged or that liquidity will be sufficient.

Orion recently completed a minimum holding buy-back of 23,769 shares (0.15%) held by 34 holders at a total cost of $4,753.80 (excluding expenses). The shares were cancelled on 24 September 2026.

Key dates for the delisting process

The timetable is indicative only and subject to change. Orion will inform shareholders of any changes by ASX announcement.

The actual Suspension Date and Delisting Date will be determined in consultation with ASX after shareholder approval. If ASX agrees to the request, Orion will announce the confirmed dates, and delisting will occur no earlier than one month after shareholder approval.

The commencement of the On-Market Buy-Back will be announced on ASX, with daily buy-back notices to follow for any shares bought back.

For further information, contact Victor Ho, Executive Director and Company Secretary, on (08) 9214 9797.

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