Key points
- Scheme of arrangement with SEEK Ltd not approved
- 78.82% of shareholders voted in favor, but 75% threshold not met
- Scheme Implementation Deed terminated, Xref to continue as independent business
Full summary
Xref Limited (ASX:XF1) has announced the results of the Scheme Meeting held on 3 February 2025 regarding the proposed scheme of arrangement under which SEEK Limited's (ACN 080 075 314) nominee and wholly owned subsidiary, SEEK International Investments Pty Ltd (ACN 121 858 231), proposed to acquire 100% of Xref's shares. While the Scheme was approved by the requisite number of Xref Shareholders, it was not approved by at least 75% of the votes cast by Xref Shareholders present and voting at the meeting. As a result, the Scheme was not approved by the requisite majorities. 78.82% of Xref Shareholders present and voting at the meeting (in person, virtually or by proxy, attorney or corporate representative) voted in favor of the Scheme Resolution, but only 67.60% of the votes cast were in favor. Following the results of the Scheme Meeting, Xref and SEEK have agreed to terminate the Scheme Implementation Deed dated 14 November 2024, and the Scheme will not proceed. Xref will continue to execute its growth strategy as an independent business and will release a business update in the coming days.