ASX-listed manufacturer eyes US capital markets and a classified-contracts edge
The Federal Court has cleared ASX-listed Amaero Ltd to convene scheme meetings on a restructure shifting its ultimate parent from Australia to Delaware.
In Amaero Ltd, in the matter of Amaero Ltd [2026] FCA 596, Justice Owens on 7 May 2026 made orders under s 411(1) of the Corporations Act 2001 (Cth) convening both a share scheme meeting and an option scheme meeting for 5 June 2026. The court published reasons on 13 May 2026.
Amaero produces high-value refractory and titanium alloy spherical powders and manufactures near-net-shape parts for mission-critical components across defence, space, aviation, medical, and industrial sectors. Although incorporated in Australia in 2019, the Amaero Group conducts all operations and generates all revenue in the United States. Its only Australian asset is a National Australia Bank account used for internal administrative, accounting, tax, compliance, and capital-raising activities, and its two Australian subsidiaries are in the process of being deregistered.
The proposed re-domiciliation or top-hatting scheme will install Amaero Inc., a Delaware-incorporated entity, at the apex of the corporate structure. Shareholders will receive one CHESS Depositary Interest (CDI) in the new US holding company for each Amaero share they hold, with each CDI representing a beneficial interest in 1/40th of an Amaero Inc. share. Option holders will see their Amaero options cancelled and replaced with one Amaero Inc. option for each option held.
Amaero advanced several commercial drivers for the restructure: positioning the group in the larger, deeper US capital markets, broadening access to US investors and lower-cost debt and equity, simplifying the structure for a potential US merger or IPO, and mitigating foreign-control concerns in pursuit of classified contracts with the US government. An independent expert concluded that both schemes are in the best interests of shareholders and option holders, and Amaero’s directors unanimously recommended a vote in favour.
Justice Owens applied the preconditions summarised in Xplore Wealth Limited [2020] FCA 1868 and was satisfied each was met: Amaero is a Part 5.1 body, the schemes fall within the wide class of arrangements contemplated by s 411, the scheme booklet provides proper disclosure, the schemes are bona fide and properly proposed, ASIC received more than 14 days’ notice, and the procedural requirements of the Federal Court (Corporations) Rules 2000 were satisfied.
The judge then addressed four discretionary matters raised on Amaero’s ex parte disclosure. On performance risk and funding, he accepted that Amaero Inc. is only required to issue securities and no cash or financial support is needed, so the disclosure concerns in clause 5(b) of the Schemes of Arrangement Practice Note did not arise. On the concurrent extraordinary general meeting to seek shareholder approval for options to be issued to Tim Johnson – nominated to the Amaero board – under ASX Listing Rule 10.14, the judge found the variable option numbers had been appropriately disclosed.
On the proposed reliance on the a 3(a)(10) exemption under the US Securities Act of 1933 at the second court hearing, which permits securities issued in exchange for other securities without SEC registration where a court has approved the fairness of terms after a hearing, Justice Owens noted the approach was well-trodden. He cited Re Central Pacific Minerals NL [2002] FCA 239 and a line of authorities including Re Simeon Wines Ltd, Re Permanent Trustee Co Ltd, and Re Solution 6 Holdings Limited, and held the proposed reliance raised no impediment to convening the meetings. Finally, he noted that no break fee or exclusivity provisions applied, so no issues arose on that front.
Justice Owens concluded the schemes are of such a nature and cast in such terms that, if the statutory majorities are achieved at the scheme meetings, the court would be likely to approve them. The second court hearing is listed before Justice Owens at 10.15 am on 10 June 2026.
