Bryah Resources Limited

Introduction

  1. The Panel, Tonianne Dwyer, Diana Nicholson (sitting President) and Karen Phin, declined to make a declaration of unacceptable circumstances in relation to the affairs of Bryah Resources Limited. The application concerned an alleged association between certain shareholders following a placement and a subsequent section 249D notice to change the board of Bryah.

Keybridge Capital Limited 21R

Introduction

  1. The review Panel, Sylvia Falzon, Christian Johnston (sitting President), and Neil Pathak, declined to conduct proceedings on an application by Mr Nicholas Bolton in relation to the affairs of Keybridge. The application submitted (among other things) that some directors of Keybridge were participating insiders in relation to Yowie’s all‑scrip takeover bid for Keybridge and that an entity connected with the Wilson Asset Management Group had breached section 6061 as a result of a loan provided to Keybridge.

Emu NL 05 – Further Undertaking

The Panel has accepted a further undertaking from Emu NL in relation to the application dated 10 September 2025 by Dronkay Pty Ltd (see TP25/084 and TP25/088).

Emu NL undertakes not to allot or issue any shortfall securities in relation to its non‑renounceable pro‑rata entitlement offer announced on 8 September 2025 until 27 October 2025.

A copy of the undertaking is attached.

The Panel is still considering the matter.

Yowie Group Ltd 06 & Keybridge Capital Limited 19

Introduction

  1. The Panel, Teresa Dyson (sitting President), Christopher Stavrianou and James Stewart1, declined to make a declaration of unacceptable circumstances on two applications by Keybridge Capital Limited – one in relation to the affairs of Yowie Group Ltd and the other in relation to its own affairs. The applications, heard together, primarily concerned whether the terms of the Bid were designed to dilute Keybridge’s shareholding in Yowie ahead of the Yowie s249F meeting and disclosure issues in the bidder’s statement.

Emu NL 03

Introduction

  1. The Panel, Stephanie Charles (sitting President), Alberto Colla and John McGlue, made a declaration of unacceptable circumstances in relation to the affairs of Emu NL. The application concerned an Emu extraordinary general meeting considering resolutions to replace two of Emu’s three directors and a placement made on the day of the EGM.

Emu NL 05 – Undertaking

The Panel has accepted an undertaking from Emu NL in relation to the application dated 10 September 2025 by Dronkay Pty Ltd (see TP25/084).

Emu NL undertakes not to allot or issue any shortfall securities in relation to its non‑renounceable pro‑rata entitlement offer announced on 8 September 2025 until 13 October 2025 (being 14 days after Emu NL’s extraordinary general meeting scheduled for 29 September 2025).

A copy of the undertaking is attached.

Yowie Group Ltd 04 & 05

Introduction

  1. The Panel, Teresa Dyson (sitting President), Christopher Stavrianou and James Stewart1, declined to make a declaration of unacceptable circumstances on two applications by Keybridge Capital Limited in relation to the affairs of Yowie Group Ltd. The applications, heard together, concerned two purported control effects on Yowie. The first stemmed from a placement undertaken by Yowie and the second was a downstream control effect from an issue of units in HHY.

Twinza Oil Limited (Receivers and Managers Appointed)

Introduction

  1. The Panel, Bruce Cowley (sitting President), Ruth Higgins SC, and Kierin Deeming, declined to conduct proceedings on an application by a shareholder in relation to the affairs of Twinza Oil Limited (Receivers and Managers Appointed). The application concerned a proposed creditors’ scheme of arrangement whereby certain secured creditors of Twinza would acquire voting power of 85% in Twinza by way of a debt‑for‑equity swap, and the voting power of the ordinary and preference shareholders of Twinza would be diluted to 5% and 10% respectively.
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