
Pact Group (ASX:PGH) has issued a statement saying it is intending to delist from the ASX pursuant to ASX Listing Rule 17.11.
The delisting is considered by Pact’s board to be in the best interests of the company and its shareholders in light of:
• the very concentrated nature of the company’s register,
• the low level of trading of Pact’s shares on ASX,
• the cost of maintaining an ASX listing relative to the benefits associated with such ASX listing, and
• the burden associated with compliance with the regulatory regime applying to listed companies.
Additionally, it said the board and company management spends a considerable amount of time and resources on matters relating to Pact’s listing on ASX, and that a delisting would enable Pact to focus more on its business operations and on delivering on its long-term business objectives.
The possibility of Pact being delisted was canvassed extensively in documents sent to shareholders during the takeover bid for the company made by Bennamon Industries, a company associated with Kin Group and the company’s chairman (which closed on 7 June 2024).
Bennamon repeatedly stated that its intention was to delist the company as soon as it was able to do so. The independent directors highlighted this risk to shareholders as a reason to accept Bennamon’s offer and outlined that this could occur on certain conditions even if Bennamon did not reach 90 per cent ownership.
This means that shareholders who did not accept Bennamon’s offer (or who purchased shares subsequently) may be regarded as being on notice about the likelihood of delisting being pursued.
Pact intends to hold an extraordinary general meeting (EGM) of shareholders on 12 June to seek shareholder approval for the delisting by special resolution.
Subject to shareholder approval of the delisting by special resolution, it expects that the key dates for delisting will be as follows:
14 July 2025 – Pact’s shares suspended from trading on ASX at the close of trade.
16 July 2025 – delisting effective.
As the EGM is proposed to be held more than 12 months after the close of the takeover, Bennamon and its associates will be entitled to vote on the resolution. Bennamon and its associates, who together hold 88 per cent of issued shares, intend to vote in favour of the resolution.
Prior to delisting, Pact shareholders will be able to sell their shares on ASX. To provide its shareholders with an adequate opportunity to exit their investment, the delisting date will not be until at least one month after shareholders approve the delisting.
After delisting, the company’s shares will be capable of being traded by off-market private transactions, which will require shareholders to identify and agree terms with potential purchasers of shares in accordance with the company’s constitution and the Corporations Act 2001.
Further to the announcement, Pact provided an update to its unaudited provisional Q3 FY25 trading financials, reporting that its continuing operations revenue was up 2.7 per cent on the prior comparable period (pcp) for the first nine months of FY25 predominately due to increased volumes in the Materials Handling & Pooling segment.
Its underlying EBITDA and underlying EBIT for the continuing operations for the first nine months of FY25 were up 2.1 per cent and 7.7 per cent respectively on the pcp.
Pact said this result reflects the increased volumes and the ongoing impact of its transformation plan cost savings which were initially implemented in the first quarter of FY24. Net debt increased by 4.7 per cent against the pcp and increased by 13.4 per cent against December 2024 as the company continued its capital asset investment program.
“Early signals of Q4 demand are soft due to:
• Recent escalation of tariff tensions causing order delays or changing customer buying decisions;
• High cost of living continuing to impact consumer demand and buying patterns; and
• Supply chain disruption as container availability is less reliable,” the company said.