Arizona Tribune - Kelly Partners Group Holdings Announces Proposed Nasdaq Listing

SYDNEY, AUSTRALIA AND LOS ANGELES, CA / ACCESS Newswire / September 30, 2026 / Kelly Partners Group Holdings Limited (the "Company") (ASX:KPG), the parent company of the Kelly+Partners chartered accounting network operating primarily in Australia and the United States, has released a Notice of Extraordinary General Meeting asking shareholders to approve the removal of the Company from the Australian Securities Exchange ("ASX") and the steps needed to list its Ordinary Shares on the Nasdaq Stock Market.

"Kelly+Partners was built over the past 20 years by partnering with great accounting firms and backing the people who run them. And a Nasdaq listing puts us right in the middle of the U.S. professional services market, which is exactly where the biggest opportunity for our continued growth exists," said Brett Kelly, Founder and CEO of Kelly+Partners. "This is about building a bigger, stronger firm for the next 20 years, and rewarding the shareholders who've been with us all along our journey."

The proposed Nasdaq listing is a compliance listing of the Company's existing Ordinary Shares. No new capital will be raised. Kelly Partners Group Holdings would remain an Australian public company and expects to qualify as a "foreign private issuer" under U.S. securities law.

The Extraordinary General Meeting will be held online at 11:00am Sydney time on Friday, October 23, 2026. The Notice of Meeting and an Independent Expert's Report are available at kellypartnersgroup.com.au/extraordinary-general-meeting.

A 20-Year Record

The Company has issued no new shares since its ASX listing in June 2017. Shares on issue at that listing were approximately 45.3 million; today they are 45.3 million, after about 1% was bought back. Over the same period revenue has grown more than five times, from A$30 million in fiscal year ended June 30, 2017, to A$159 million in fiscal year ended June 30, 2026. Growth has been funded from operating cash flow and debt, not by diluting shareholders.

Why Nasdaq

The Board has chosen to pursue a Nasdaq listing for six reasons, as set out in the Notice of Meeting:

• U.S. expansion: greater presence and visibility with potential partner firms in the U.S. professional services market, the current focus of the Company's growth by acquisition.
• Debt capital: effective, non-dilutive access to the deep U.S. debt capital markets to fund acquisitions.
• Shareholder base: a significant portion of the Company's shares are now held outside Australia, and a Nasdaq listing better fits an increasingly U.S. ownership base.
• Investors: a deep pool of U.S. investors fluent in acquisition-led compounding strategies, with stronger research coverage and more relevant comparable companies.
• Valuation: the opportunity, over time, to achieve multiples closer to comparable U.S.-listed serial acquirers.
• Loyalty structure: Nasdaq permits dual-class share structures, allowing the Company to reward long-term shareholders through the Class B Shares. The ASX Listing Rules do not.

Kelly+Partners already has five U.S. locations, and the U.S. market is the Company's current focus for new partner firms.

A Rare Listing: An Accounting Group on a U.S. Exchange

Accounting is consolidating fast. Private equity has taken a growing number of the profession's largest firms private, and in July 2026 one of the last publicly traded U.S. accounting and advisory firms agreed to be acquired in an all-cash deal valued at about US$5 billion. When that deal closes, expected in the fourth quarter of 2026, U.S. investors will lose their largest listed way to own an accounting firm.

Kelly Partners Group Holdings aims to fill that gap. If the Nasdaq listing is completed, the Company aims to be the only accounting group listed in the United States. That gives investors a direct way to own a growing, partner-led accounting network, and gives U.S. accounting firm owners a listed partner with a 20-year record.

Timing

The Company will submit a registration statement on Form 20-F to the U.S. Securities and Exchange Commission and will apply to Nasdaq for listing. Both remain subject to review, and there can be no assurance as to whether or when the Nasdaq listing will be completed.

ASX has given in-principle confirmation that it will likely approve the Company's removal from the official list, subject to conditions including shareholder approval. Removal will take place no earlier than one month after both shareholder approval and Nasdaq listing approval, so that shareholders who wish to sell on ASX have time to do so.

After removal from ASX, the consolidation and the Class B bonus issue will be completed and holdings moved, without any action by shareholders, to a U.S. register administered by Computershare. There will be a short period, expected to be a matter of days, when the Company's shares will not trade on any exchange. The Company will keep that gap as short as possible and will notify shareholders of any change to the timing.

Key dates: voting record date 7:00pm Sydney time on Wednesday, October 21, 2026; proxy deadline 11:00am Sydney time on Wednesday, October 21, 2026; Extraordinary General Meeting 11:00am Sydney time on Friday, October 23, 2026. Dates for the delisting, consolidation, Class B bonus issue and Nasdaq trading will be announced. All dates are indicative and subject to change.

About Kelly Partners Group Holdings Limited

Kelly+Partners is a specialist-chartered accounting network established in 2006 to provide a better service to private clients, private businesses and their owners, and families. It exists to help the people, businesses and communities it serves to be better off.

From two greenfield offices in North Sydney and the Central Coast, Kelly+Partners has grown to 43 operating businesses across 43 locations in Australia, the United States, Ireland and Hong Kong. The team has more than 700 people, including 100 partners, serving more than 25,000 clients. Over 20 years the Group has completed more than 80 transactions, including the transformation of more than 50 external firms and the launch of more than 30 greenfield businesses.

The Company's Partner-Owner-Driver operating model gives each local partner a permanent 49% stake in their own firm, with the Company holding 51%. Kelly Partners Group Holdings Limited listed on ASX on June 21, 2017.

Forward-Looking Statements

This release contains forward-looking statements, including statements about the proposed Nasdaq listing, removal from ASX, the Class B Shares, the share consolidation and their expected timing. These statements are based on current expectations and are subject to risks and uncertainties, including regulatory review by the SEC, Nasdaq and ASX, shareholder approval, and market conditions. Actual outcomes may differ materially. The Company undertakes no obligation to update any forward-looking statement except as required by law.

Not an Offer of Securities

This release does not constitute an offer to sell, or a solicitation of an offer to buy, securities in the United States or any other jurisdiction. Any securities described in this release have not been registered under the U.S. Securities Act of 1933 and may not be offered or sold in the United States except in transactions registered under that Act or exempt from its registration requirements.

Media Contact

Ray Young
Razor Sharp Public Relations
512.694.0697
[email protected]

Investor Contact

Brett Kelly, Founder and CEO
Kelly Partners Group Holdings Limited
+61 2 9923 0800
[email protected]

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SOURCE: Kelly Partners Group Holdings Limited

View the original press release on ACCESS Newswire

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