Markets

E&P Financial delays ASX delisting vote

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Dixon Advisory’s parent company E&P Financial Group has told shareholders that a vote to delist it from the ASX will be delayed by a week.

In September, just a week after the Senate approved a motion tabled by Pauline Henson’s One Nation paving the way for an inquiry into the failure of Dixon Advisory, E&P announced it would seek to delist from the ASX.

Although E&P did not elaborate on the regulatory procedures that contributed to its decision to leave the ASX, in a listing last month it said the benefits of listing on the stock exchange “significantly outweigh” the potential benefits of delivering the next phase of growth in an unlisted environment.

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The firm's shareholders were expected to decide on the delisting on October 24, with the board said to be fully behind the proposal for several reasons, including a "persistently and materially" low trading price, huge direct costs associated with listing on the ASX and there is "no near or medium-term requirement to raise capital".

"Part of the rationale for pursuing the delisting is the low level of trading liquidity in EP1 shares, with trading averaging around 33,000 shares per day in the 12 months to September 2024," the firm said in the listing.

However, in a follow-up announcement to the ASX last week, E&P postponed its EGM and vote until November 1, 2024, citing shareholders' need for further information.

"Since making the announcements noted above, the Company has received feedback from shareholders seeking additional guidance in connection with the Proposed Spin-off and related transactions, including the repurchase," E&P said in a statement.

“Furthermore and notwithstanding the prior confirmation that there are no objections to the NoM [notice of meeting]ASX has considered imposing additional requirements on the Company relating to the inter-conditional nature of the Proposed Delisting and Placing.'

The firm also stressed that shareholders should read the supplementary information "in its entirety and in conjunction with the NoM".

E&P specified that due to the "current illiquidity" of the firm's shares, the delisting would potentially force some shareholders to move to an unlisted environment. To avoid this, the board will provide buyback before the proposed delisting.

"Subject to EGM approval, the buyback will facilitate liquidity opportunity for existing investors that may not otherwise be readily available," it said.

"Taking into account the Company's record of members and the Company's ability to raise capital, the Company has determined that a $25 million buyback represents an appropriate balance between using debt and equity capital and providing a widely available exit option for those shareholders who do not wish to remain on the Company's register in an unlisted environment or who wish to remain but with a reduced participation.'

However, the company does not currently have the "financial resources" available to facilitate such a buyback.

"Accordingly, the company raised a combination of debt and equity to finance the buyback," he added.

"To limit the dilutive effects of a typical capital raising, the equity raising was structured as a contingent placement of debentures subject to the proposed delisting and buyback resolutions of the EGM, with the debentures mandatorily convertible into ordinary shares at a significant premium to recent trade.

"The condition was included to mitigate shareholder dilution if the proposed delisting resolution is not approved by shareholders."


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