The Panel has received an application from Aguia Resources Limited in relation to its affairs.
Details of the application, as submitted by the applicant, are below.
A sitting Panel has not been appointed at this stage and no decision has been made whether to conduct proceedings. The Panel makes no comment on the merits of the application.
On 11 April 2019, certain Aguia shareholders made a request under s249D1 that the directors of Aguia call a meeting to consider resolutions to remove and replace members of the Aguia board (Requisition Notice).
Aguia submits (among other things) that certain Aguia shareholders (including those who gave the Requisition Notice) are associated by entering into schemes for the purposes of controlling or influencing the composition of Aguia's board and the conduct of Aguia's affairs by reason of:
- giving the Requisition Notice and
- agreeing to vote in favour of the resolutions proposed in the Requisition Notice.
Aguia submits that the schemes give the alleged associates voting power of approximately 29.27% in Aguia in contravention of s606 and the substantial holding notice provisions.
Aguia seeks interim orders including restraining the alleged associates from acquiring or disposing Aguia shares. Aguia seeks final orders including vesting shares held by the alleged associates in ASIC for sale.
Director, Takeovers Panel
Level 10, 63 Exhibition Street
Melbourne VIC 3000
Ph: +61 3 9655 3500
1 Unless otherwise indicated, all statutory references are to the Corporations Act 2001 (Cth), and all terms used in Chapter 6 or 6C have the meaning given in the relevant Chapter (as modified by ASIC)