PointsBet Holdings Limited

Introduction

  1. The Panel, Alberto Colla, Jon Gidney and Nicola Wakefield Evans AM (sitting President), declined to make a declaration of unacceptable circumstances in relation to the affairs of PointsBet Holdings Limited. The application concerned an unsolicited all‑scrip, reverse takeover offer from betr. PointsBet submitted that unacceptable circumstances arose from the combination of disclosure issues (including in betr’s bidder’s statement) and structural issues (including the Selective Share Buy‑Back) in relation to the betr Bid.

Maronan Metals Limited 02 – Panel Receives Application

The Panel has received an application from Mr Ben Pauley in relation to the affairs of Maronan Metals Limited (ASX: MMA) (Maronan).

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.

Details

Maronan is an ASX listed mining company holding silver, lead, copper and gold deposits.

Emu NL 05 – Panel Accepts Further Undertaking and Declines to Make Declaration

The Panel has accepted a further undertaking from Emu NL (Emu) (see annexure) (Further Undertaking) and declined to make a declaration of unacceptable circumstances in response to an application dated 10 September 2025 from Dronkay Pty Ltd in relation to the affairs of Emu (see TP25/84).

The application concerned a non‑renounceable pro‑rata entitlement offer (Entitlement Offer) announced by Emu on 8 September 2025.

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.
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