Embark Education Group Limited
Transaction Type: Scheme of arrangement
Offeror / Other Party: Embark Early Education Limited
Date of meeting: 6/06/2023
Embark Education Group Limited (Embark) was a New Zealand Code company with a primary listing on the NZX and a foreign exempt listing on the ASX, operating early childhood education centres across Australia.
Although Embark previously operated in both New Zealand and Australia, it divested its New Zealand operations in September 2022 to focus on its Australian business. Accordingly, Embark sought to effect a re-domicile to Australia by way of a scheme of arrangement. To do so, Embark Early Education Group Limited, a new, Australian-incorporated company (New Listed Parent) would acquire 100% of the fully paid ordinary shares in Embark in exchange for shares in New Listed Parent on a one-for-one basis, thereby inserting New Listed Parent as the Australian holding company of Embark (the Proposed Scheme).
In accordance with the Panel’s Guidance Note on Schemes of Arrangement, the Panel considered that the Proposed Scheme constituted an “Immaterial Change in Voting Control Scheme”, and therefore some disclosure requirements which would otherwise be expected were unnecessary in this instance, including an independent adviser’s report.
On 6 June 2023, Embark shareholders voted to approve the scheme. The High Court granted final orders on 20 June 2023. The Proposed Scheme was implemented and Embark was delisted from the NZX on 6 July 2023.