TP25/097
The Panel has received an application from Mr Oliver Douglas in relation to the affairs of Emu NL (ASX: EMU).
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.
Details
Emu NL (Emu) is a precious and base metals explorer listed on ASX.
The applicant is a shareholder and former director of Emu.
On 20 October 2025, Emu announced an update to its strategy and key corporate arrangements, stating that it was in a strong financial position and that there was “no need for further funding at this time [and that the Company] will not allot or issue any shortfall securities in relation to its recent non‑renounceable rights issue [and] there will be no additional drawdown of the Northmead Holdings Pty Ltd Loan Facility”.
On 30 October 2025, Emu issued a notice of annual general meeting to be held on 28 November 2025 (AGM) to consider resolutions relating to (among other things) the re‑election of all current Emu directors and the election of Mr Paul Ingram and the applicant as directors.
On 21 November 2025, Emu completed an institutional placement, raising approximately $1.4 million at $0.036 per share (Placement).
The applicant submits, in essence and among other things, that:
- the Placement is a control transaction and was undertaken for an improper purpose given Emu’s announcement on 20 October 2025 that it was fully funded and did not require additional capital
- certain persons appear to have acted in concert for the purposes of influencing the composition of the board and control of Emu
- there are complex relationships and connections among certain shareholders, brokers and advisory firms that are not disclosed, converging around three parties: Mr Vern Wills, Mr Barry Dawes and Mr Thomas McCoy and
- there has been a concerted effort by shareholders to conceal their relevant interest to avoid complying with the tracing notice requirements and substantial shareholder disclosure provisions.
The applicant seeks interim orders including to:
- prevent Emu from issuing any shares prior to the AGM and cancel shares issued by Emu between 30 September 2025 and the AGM
- prevent shares issued after the extraordinary general meeting held on 29 September 2025 (EGM) from being voted at the AGM or any subsequent meeting until the Panel has made a final determination on the application
- prevent any shares in which Mr McCoy holds a relevant interest from being voted at the AGM or any subsequent meeting
- require certain shareholders to disclose the ultimate beneficial owner of Emu shares
- require Emu to provide the current members register and beneficial holders register to the Panel and the applicant and
- require Emu to appoint a Panel approved scrutineer to report on the conduct and outcome of the AGM.
The applicant seeks final orders including to:
- restrain Mr McCoy from exercising any rights associated with his Emu shares and
- require Emu to declare the announced EGM result invalid and, after excluding all votes attached to shares held by Mr McCoy, re‑tally the vote and announce the revised result to the ASX.
Allan Bulman
Chief Executive, Takeovers Panel
Level 16, 530 Collins Street
Melbourne VIC 3000
Ph: +61 3 9655 3500
takeovers@takeovers.gov.au
