All-cash bid at $0.035 per fully paid and $0.00035 per partly paid ordinary shares
Boost the competitiveness of Australia’s capital markets and expand the range of opportunities for companies and investors
NSX Limited (NSX), owner and operator of the National Stock Exchange of Australia Limited, Australia’s alternative listings market for early stage and small cap companies, has entered into a Scheme Implementation Deed under which CNSX Markets Inc. (CNSX), the market operator of the Canadian Securities Exchange (CSE), would acquire all of the ordinary shares in NSX that CNSX does not already own by way of a scheme of arrangement (Scheme).
The market announcement released to the ASX today follows this media release.
Under the Scheme, NSX shareholders will receive:
- $0.035 cash per fully paid ordinary share and $0.00035 cash per partly paid ordinary share in NSX, representing a
- 59% premium to the closing price of NSX shares as at 16 May 2025, being the last trading day prior to this announcement, and a
- 52% premium to the one-month VWAP of NSX shares to 16 May 2025 of $0.023 and a
- 67% premium to the three-month VWAP of NSX shares to 16 May 2025 of $0.021.
With CSE’s support, NSX will continue to be operated by its local management team, with enhanced credibility as a strong alternative to meet the capital formation and liquidity needs of emerging companies in Australia and beyond.
Tim Hart, Chairman of NSX, said: “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.”
The NSX Board of Directors recommends that NSX shareholders vote in favour of the Scheme, in the absence of a superior proposal and subject to an independent expert concluding that the Scheme is in the best interests of the NSX shareholders.
Max Cunningham, Managing Director and CEO of NSX, 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.”
Richard Carleton, CEO of the CSE, said: “This transaction enables the CSE to expand its reach and builds on our success in attracting global listings. Through our 21-year history, the CSE has grown to more than 750 listings by focusing on and supporting entrepreneurial companies. The NSX, working with us, is poised to execute a similar plan in Australia.
“This transaction is exciting for issuers and investors,” added Mr Carleton. “Both countries have highly developed capital markets with many common features, including a unique infrastructure that supports pre-revenue companies in the public markets. We look to build on the success of the CSE in Canada and help to provide competing exchange market services to Australian issuers and investors. We will create a collaborative environment where both exchanges can investigate inter-listing solutions for clients.”
Next steps
A Scheme Booklet containing a detailed explanation of the Scheme, including the independent expert’s report and details of the Scheme meeting, is expected to be circulated to NSX shareholders in August 2025. NSX shareholders will have an opportunity to vote on the Scheme at the Scheme meeting, which is expected to be held in September 2025, with an implementation date shortly thereafter. The Scheme is subject to necessary court and regulatory approvals and additional conditions.
Upon completion of the transaction, NSX intends to apply to delist its securities from ASX.
About the CSE
The CSE is a rapidly growing exchange, with over 750 listed securities and connected to more than 60 brokers and dealers, invested in working with entrepreneurs, innovators and disruptors to access public capital markets in Canada. The Exchange’s efficient operating model, advanced technology and competitive fee structure help its listed issuers of all sectors and sizes minimise their cost of capital and enhance global liquidity. Our client-centric approach and corresponding products and services ensure businesses have the support they need to confidently realise their vision. The CSE offers global investors access to an innovative collection of growing and mature companies. https://thecse.com/
CNSX has been an investor in NSX since 7 May 2025 and currently holds a relevant interest in 24,400,000 shares, equivalent to approximately 4.85% of NSX’s issued capital.
About NSX
NSX was formed in 1937 as the Newcastle Stock Exchange. It listed on ASX in 2005, the same year it acquired the Bendigo Stock Exchange, and changed its name to the National Stock Exchange of Australia in 2006. It relocated its headquarters and operations to Sydney in 2016. NSX has a Tier 1 market operator licence for the listing and trading of equity securities, corporate debt and miscellaneous investment scheme units. https://www.nsx.com.au/
Media enquiries
Matthew Gibbs
M: +61 411 121219
MARKET ANNOUNCEMENT
19 May 2025
ASX Market Announcements Office
ASX limited
20 Bridge Street
Sydney NSW 2000
NSX Limited enters into a Scheme Implementation Deed with CNSX Markets Inc.
NSX Limited (ASX: NSX) (NSX) is pleased to announce that it has entered into a Scheme Implementation Deed (SID) with CNSX Markets Inc. (CNSX), the market operator of the Canadian Securities Exchange (CSE), to acquire all of the ordinary shares in NSX that CNSX does not already own, by way of a scheme of arrangement (Scheme).
Details of the Scheme consideration
Under the Scheme, NSX shareholders will receive:
- $0.035 cash per fully paid ordinary share; and
- $0.00035 cash per partly paid ordinary share in NSX, being 1% of the consideration payable per share to a holder of fully paid ordinary shares and proportionate, taking into account the 1% of capital which has been paid up on those partly paid ordinary shares.
The Scheme consideration represents a:
- 59% premium to the closing price of NSX shares as at 16 May 2025, being the last trading day prior to this announcement;
- 52% premium to the one-month VWAP of NSX shares to 16 May 2025 of $0.023; and
- 67% premium to the three-month VWAP of NSX shares to 16 May 2025 of $0.021.
Directors' recommendation
The NSX Board of Directors unanimously recommend that NSX shareholders vote in favour of the Scheme, in the absence of a superior proposal and subject to an independent expert concluding (and continuing to conclude) that the Scheme is in the best interests of the NSX shareholders.
Furthermore, each NSX Director intends to vote all of the NSX shares they own or control in favour of the Scheme, subject to those same qualifications.
Commenting on the proposed Scheme, Non-Executive Chairman of NSX, Tim Hart, said:
“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.”
About CNSX and CSE
The CSE is a rapidly growing exchange, with over 750 listed securities and connected to more than 60 brokers and dealers, invested in working with entrepreneurs, innovators and disruptors to access public capital markets in Canada. The Exchange’s efficient operating model, advanced technology and competitive fee structure help its listed issuers of all sectors and sizes minimise their cost of capital and enhance global liquidity. Our client-centric approach and corresponding products and services ensure businesses have the support they need to confidently realise their vision. The CSE offers global investors access to an innovative collection of growing and mature companies. https://thecse.com/
CNSX has been an investor in NSX since 7 May 2025 and currently holds a relevant interest in 24,400,000 shares, equivalent to approximately 4.85% of NSX’s issued capital.
Key details of the SID
The implementation of the Scheme is subject to customary conditions for a transaction of this nature. A copy of the SID, which sets out the terms and conditions of the Scheme and associated matters, is attached to this announcement.
Conditions for implementation of the Scheme include (but are not limited to):
- CNSX Shareholder approval by 15 July 2025;
- Court and NSX shareholder approval;
- ASIC approval, including to CNSX obtaining voting power of more than 20% in NSX under section 852DH of the Corporations Act 2001 (Cth);
- an independent expert concluding (and continuing to conclude) that the Scheme is in the best interests of NSX shareholders; and
- no prescribed occurrences and no material adverse effect occurring to NSX.
The SID and the Scheme are not subject to financing or due diligence conditions.
The SID contains customary exclusivity provisions in favour of CNSX, including no-shop, no-talk, no-due diligence restrictions, a notification obligation to CNSX and a matching right for CNSX. Appropriate exclusivity provisions are subject to the customary fiduciary exception.
The SID also provides for limited circumstances under which NSX may be required to pay a break fee equivalent to $120,000.
Under the terms of the SID, the NSX Board must not adversely change, withdraw, modify or qualify its unanimous recommendation that NSX shareholders vote in favour of the Scheme, in the absence of a superior proposal and subject to an independent expert concluding (and continuing to conclude) that the Scheme is in the best interests of the NSX shareholders.
Indicative timetable and next steps
NSX shareholders do not need to take any action at the present time. A Scheme Booklet containing a more detailed explanation of the Scheme, including reasons for the NSX Directors’ recommendation, the independent expert’s report, and details of the Scheme meeting, is expected to be circulated to NSX shareholders in August 2025. NSX Shareholders will have an opportunity to vote on the Scheme at the Scheme meeting which is expected to be held in September 2025.
An indicative timetable for the implementation of the Scheme is set out below.
|
Event |
Date |
|
First Court Date |
1 August 2025 |
|
Scheme Booklet sent to NSX shareholders |
2 August 2025 |
|
Scheme Meeting held |
1 September 2025 |
|
Second Court Date |
3 September 2025 |
|
Effective Date |
4 September 2025 |
|
Record Date |
8 September 2025 |
|
Implementation Date (including registration of shares in name of Bidder) |
15 September 2025 |
ASX Listing
Upon completion of the transaction, NSX intends to apply to delist its securities from ASX.
Support facility
Separately, CNSX has provided NSX with a letter of support and term sheet that will allow (but not require) NSX to drawdown up to $1 million under a drawdown facility from 3 September 2025 in the event that there are delays to the Scheme implementation timetable set out above.
In the event that the facility is drawn down by NSX and the Scheme is not approved by NSX Shareholders or the SID is otherwise terminated, NSX will have a 90-day period to refinance the facility. The facility will attract an interest rate that is equivalent to the Reserve Bank of Australia Cash Rate Target plus 4% per annum, if drawn down. Further details of the facility will be provided in the Scheme Booklet.
Advisor
NSX is being advised by HWL Ebsworth Lawyers as legal advisor.
This announcement has been approved and authorised for release to ASX by the Board of Directors.
For further information please contact:
Scott Evans
Company Secretary
[email protected]
Contact details:
Matthew Gibbs
M: +61 411 121219