Pact Group Holdings Ltd Delisting Under Scrutiny: Panel Reviews Application Over Shareholder Fairness, Liquidity Concerns and Control Issues

Friday, May 9, 2025
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9:50 am
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Pact Group Holdings Ltd faces a shareholder challenge amid its planned delisting. An application alleges that poor liquidity and selective disclosure could hurt minority investors. The petition calls for extended trading windows, revised voting procedures, and independent oversight to safeguard shareholder interests during the delisting process.

Pact Group Holdings Ltd is facing a regulatory challenge as the Takeovers Panel has received an application from Mr Jeremy Machet and Scrap Invest Pty Ltd concerning the company’s delisting process. The application comes after Pact Group Holdings Ltd announced on 29 April 2025 its intention to delist from the exchange and formally requested removal from the official list. Following an approval of the request on 5 May 2025, the company set an Extraordinary General Meeting for 12 June 2025 to seek shareholder approval for the delisting. Trading is scheduled to be suspended from 14 July 2025, leaving shareholders with limited time to exit their positions amid concerns over low liquidity. The applicant highlights several issues with the delisting proceedings. Among these, the narrow window for selling the shares or being faced with holding illiquid unlisted shares raises concerns about the potential for depressed prices. The notice of meeting distributed to shareholders is perceived as lacking balance, and the dominant influence of a major shareholder – holding 88% of the company – is seen as an opportunity for further consolidation of ownership. The applicant contends that this consolidation is exacerbated by selective disclosure in which negative aspects, such as a concentrated share register and listing costs, are emphasized while positive developments like a revenue normalization in Q3 FY25, ongoing debt refinancing, and potential divestments are downplayed. These actions, it is argued, may mislead shareholders regarding the company’s fair value and future prospects. The application seeks a series of orders from the Panel. Among the interim orders is a request to halt the delisting process until a determination is reached. Should the Panel decide in favor of the applicant’s arguments, final orders could include restraining the major shareholder from voting on the resolution, mandating enhanced disclosure in the notice of meeting, extending the timetable for trading suspension by at least 60 days, appointing an independent third party to oversee the process, and providing an option for shareholders to sell their shares back to the company at an independently assessed fair value. The applicant asserts that such measures are crucial to protect market integrity and ensure that shareholder decisions are made on a fully informed basis. Market sentiment is divided in light of these developments. On the bullish side, some market participants may view the corrective measures as a positive step in safeguarding shareholder value, particularly in light of the company’s upcoming improvements in revenue and strategic financial restructuring. Conversely, the bearish perspective revolves around the risk that the delisting could trigger a steep decline in share liquidity and price, compounded by the potential for a major shareholder to dominate the outcome of the vote. Investors, especially beginner traders, are advised to keep a close eye on the unfolding regulatory process and shareholder meeting outcomes while considering the broader implications for market stability.

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