Duxton Farms Faces Critical Shareholder Vote Amid Financing Uncertainties

Merger Progresses with Regulatory and Court Approvals

Duxton Farms Ltd has taken a significant step forward in its proposed acquisition of four Australian agricultural businesses by announcing the registration of the merger scheme books with the Australian Securities & Investments Commission (ASIC). This procedural milestone follows the Federal Court of Australia's approval to convene shareholder meetings, allowing investors to consider and vote on the merger schemes.

The merger involves acquiring all preference shares of Duxton Bees, Duxton Dried Fruits, Duxton Orchards, and Duxton Walnuts, collectively referred to as the Merger Companies. The registration of scheme books signals that the merger process is advancing as planned, with detailed scheme documentation now distributed to shareholders.

Independent Expert Reports Support the Merger

Each Merger Company’s scheme book includes an Independent Expert’s Report prepared by Leadenhall Corporate Advisory Pty Ltd. These reports conclude that the merger schemes are fair and reasonable and in the best interests of shareholders, provided no superior proposal emerges. This endorsement is a critical factor in building shareholder confidence ahead of the upcoming votes.

Meanwhile, Duxton Farms’ own Independent Expert, RSM Corporate Australia Pty Ltd, has reviewed three key resolutions related to the merger. While Resolution 6 was deemed fair and reasonable, Resolutions 3 and 4 were assessed as not fair but reasonable to non-associated shareholders, highlighting some nuanced considerations for investors.

Upcoming Shareholder Meetings and Timetable

The Extraordinary General Meeting (EGM) for Duxton Farms shareholders is scheduled for 10 October 2025 at the Adelaide Convention Centre. On the same day, separate scheme meetings for each Merger Company’s shareholders will be held sequentially. These meetings represent the final hurdle before the merger can proceed, with votes determining whether the schemes will be implemented.

Following shareholder approval, a second court hearing is set for 21 October 2025 to confirm the merger’s implementation. The indicative effective date is 23 October, with the merger and related placements expected to settle by 30 October 2025. These dates remain subject to change but provide a clear roadmap for the transaction’s conclusion.

Financing Arrangements Underpinning the Merged Group

On the financing front, Duxton Farms has made progress in securing a new group financing arrangement involving Commonwealth Bank of Australia (CBA) and National Australia Bank (NAB). This arrangement is designed to support the merged entity’s operations and growth ambitions. While NAB has expressed support subject to final documentation, the financing remains conditional on standard precedents.

The new financing is expected to become effective on the merger’s implementation date, providing a coordinated capital structure for the combined agricultural businesses. This development is crucial for ensuring the merged group’s financial stability and capacity to execute its strategic plans.