oOh!media (ASX: OML) – Scheme Meeting 3 Results Announced

oOh!media shareholders have voted overwhelmingly in favour of the proposed acquisition by funds managed by I Squared Capital, clearing a significant hurdle in the scheme process. The resolution passed with 99.89 percent of votes cast in support and 90.53 percent of shareholders voting in favour, indicating strong consensus around the $1.68 per share offer.

The acquisition represents the conclusion of a lengthy regulatory and shareholder approval process. I Squared Capital, which manages over US$60 billion in assets across infrastructure investments globally, sees value in oOh!media’s network of out-of-home advertising locations across Australia and New Zealand. These assets span airports, train stations, retail centres, roadsides and other high-traffic locations that generate revenue through advertising placements.

While the shareholder vote is now secured, the transaction still requires approval from the Supreme Court of New South Wales at a hearing scheduled for 18 November 2026. If the court approves and remaining conditions precedent are satisfied or waived, oOh! expects to lodge the court orders with ASIC on 19 November, at which point the scheme becomes legally effective. The actual implementation where shareholders receive their cash consideration is timed for 10 December 2026.

The board has indicated its intention to determine a Permitted Dividend of $0.10 per share before the scheme is implemented, subject to liquidity and franking credit availability. This would reduce the net cash amount shareholders receive by that amount, though without impact to the value of any franking credits. The final cash consideration will be calculated at the Record Date on 3 December 2026.

For investors, the strong vote margin suggests that the deal process has been widely accepted by shareholders despite the extended timeline. The transaction values the company at approximately $1.68 per share cash, establishing a fixed return provided the remaining conditions are met. This removes ongoing uncertainty around oOh!media’s direction as a standalone business, which has faced headwinds in the out-of-home advertising sector from changing consumer patterns and economic conditions.

I Squared Capital’s entry into the Australian media infrastructure market reflects broader trends in infrastructure investing, where established asset bases with long-term revenue visibility attract institutional capital. The firm’s global infrastructure portfolio positions it to potentially bring operational changes or refinancing strategies to oOh!media’s business.

Investors should monitor the court hearing on 18 November for approval confirmation. Any unexpected developments regarding the remaining conditions precedent, or changes to the timetable, would be material to the timing and certainty of the cash payout. The dividend determination by the board before implementation may also influence the final amount received, pending the company’s liquidity position closer to the effective date.

View the full ASX announcement (PDF)

About oOh!media Limited (ASX: OML)

oOh!media is an out-of-home advertising company that operates a network of over 30,000 advertising sites across Australia and New Zealand, holding approximately 35% of the Australian out-of-home advertising market. The company’s sites include roadside billboards, shopping centres, public transport stations, buildings, and university campuses. It also operates digital platforms, native content production, and digital printing services.