NSX Limited (ASX:NSX) Announces Scheme of Arrangement with CNSX Markets Inc.
Scheme Details
NSX Limited (ASX:NSX) has entered into a Scheme Implementation Deed with CNSX Markets Inc., the operator of the Canadian Securities Exchange (CSE). Under the scheme, CNSX will acquire all outstanding ordinary shares not already held by them. Shareholders will receive $0.035 cash per fully paid ordinary share and $0.00035 cash per partly paid ordinary share, representing a 59% premium to the closing price on 16 May 2025, 52% premium to the one-month VWAP, and 67% premium to the three-month VWAP.
Conditions and Timetable
The implementation of the scheme is subject to shareholder approval by 15 July 2025, court approval, ASIC approval granting CNSX over 20% voting power, and a favourable conclusion by an independent expert. Key dates include the first court hearing on 1 August, the scheme meeting on 1 September, and the effective date on 4 September 2025, with NSX intending to delist from ASX on 16 September.
Executive Comments
Non-Executive Chairman Tim Hart stated, “The CSE’s own journey is consistent with NSX’s annunciated strategy, and this development enables the natural next step in the evolution of Australia’s capital markets and NSX’s growth. If approved by shareholders and ASIC, this transaction will boost Australia’s market competitiveness and expand the range of opportunities for companies seeking capital to grow and investors looking for diversity to build wealth.”
Max Cunningham, Chief Executive Officer of NSX, further said, “The CSE’s acquisition will provide NSX with financial strength and operational stability, and bring global expertise to local exchange activities. That is great news for participants and competition in Australia’s capital markets.
“The Canadian experience demonstrates that one exchange size does not fit all. Issuers and investors in Australia are keen to see a dynamic alternative to the larger, legacy incumbent. A stronger balance sheet enables NSX to expand our product offering, sharpen our customer focus, and provide Australian companies, brokers and investors liquid, reliable and well-regulated services. We believe, in a strong accountable and transparent regulatory environment underpinned by rules rather than opaque ‘precedent-based’ decision-making around waivers and other governance matters.
“The journey of rebuilding NSX as a credible alternative listing venue began 12 months ago,” added Mr Cunningham. “This has resulted in renewed focus on an appropriate listings framework for small and emerging companies, revision of current listing rules, review of our technology stack and services, and a new team with extensive local and global exchange experience. The CSE will build on those foundations, including the completion of our tech review, and offer shared services in key areas such as technology and financial resources.”
Support Facility
CNSX has provided NSX with a support facility allowing up to $1 million to be drawn down from 3 September 2025 in case of delays to the scheme implementation timetable.
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