Noumi Enters Binding Scheme with Major Shareholder Arrovest to Resolve Looming Note Maturity

Noumi (ASX: NOU) has entered a binding scheme implementation deed (SID) under which largest shareholder Arrovest will acquire all ordinary shares it does not already own as part of a coordinated response to the approximately $610 million mandatory cash redemption of convertible Notes due in May 2027.

Scheme shareholders will receive $0.1234 cash per share, valuing Noumi’s equity at about $34.2m on a 100% basis.

This represents premiums of 12.2% to the 20 July closing price and 30% to the 30-day volume-weighted average price.

The proposal carries a transaction value of about $737m when the equity value and full Note redemption amount are included, against current debt obligations of about $703m comprising the estimated redemption amount, net debt, and a limited-recourse facility.

Noumi’s independent board committee (IBC) has unanimously recommended the share scheme and separate option scheme in the absence of a superior proposal and subject to an independent expert continuing to find both arrangements in the relevant securityholders’ best interests.

Debt Deadline Imminent

Noumi began a strategic review in August 2025 and spent about a year testing a whole-of-company sale, individual business sales, recapitalisation, refinancing, and potential amendments or extensions to the note terms.

The process did not identify an alternative capable of repaying or refinancing the notes in full on terms acceptable to Noumi and all institutional noteholders, or another proposal that delivered comparable value to shareholders.

“In the IBC's view, Arrovest's proposal is the only credible and executable pathway identified that addresses the note maturity as part of a coordinated debt and equity solution and delivers a cash outcome to scheme shareholders and listed optionholders,” chair Genevieve Gregor said.

Arrovest has separately agreed to buy 38.5% of the outstanding notes from institutional holders at a discount to their contracted redemption value, lifting its holding to an expected 82% and potentially 83.5% if further noteholders accept an additional offer.

FY26 Recovery Continues

Based on preliminary unaudited accounts, Noumi expects FY26 group adjusted operating  EBITDA of $61m to $63m, up from $57.4m in FY25.

Plant-Based Milks (PBM) generated record revenue of $186.3m, up 2.4%, although segment adjusted operating EBITDA is expected to fall to $42m to $44m from $50.3m after increased sales and marketing investment and unrecovered input and distribution costs.

Dairy & Nutritionals (D&N) revenue rose 11.6% to $462m as export long-life milk sales returned to growth and commodity prices strengthened, supporting expected adjusted operating EBITDA of $21m to $23m compared with $11.1m in FY25.

Milklab sales across PBM and D&N rose 5.5% for FY26, supported by 44.6% growth in Milklab Plant-based retail sales, 20.3% growth in Milklab Oat, and the launch of a new Milklab Soy formulation during the second half.

PBM export sales increased 9.8%, while stronger retail demand and an 18.4% second-half increase in contract manufacturing offset contraction in the hotel, restaurant, and café channel to put Milklab Plant total Australia revenue 3.4% higher.

Shifting Sales Mix

The second-half sales mix shifted towards lower-margin contract manufacturing as Australia’s Own Plant sales declined following retail ranging changes, contributing to adjusted operating EBITDA being about $5m lower than in the corresponding FY25 period.

Direct and indirect cost increases associated with the Middle East conflict reduced second-half operating EBITDA by about $2m across PBM and D&N, with Noumi unable to fully recover the increases through pricing across all channels and geographies.

Long-life dairy export sales climbed 49.4%, bulk cream revenue increased 33.5% or $14.3m and Nutritional Ingredients sales rose 22.5%.

Noumi will continue its practice of not providing earnings guidance but remains cautiously optimistic, saying it “enters FY27 with a balanced range of opportunities and initiatives positioned to meet macro-economic challenges.”

Noumi expects continued near-term volatility in global and domestic conditions, with key factors including dairy commodity prices, export demand, input costs, and broader changes in the Australian economy.