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. The Panel decided not to make a declaration after accepting undertakings provided by betr that (among other things) betr would dispatch a replacement bidder’s statement with corrective disclosure to the Panel's satisfaction, seek shareholder approval for the Selective Share Buy‑Back only with the benefit of an independent expert’s report and at the same time as the shareholder approval required for the issue of betr shares under the betr Bid, and offer withdrawal rights (or not open the betr Bid) for a certain period of time.
2. In these reasons, the following definitions apply.

   Betr

   betr Entertainment Limited

   betr Bid

   has the meaning given in paragraph 13

   betr Bidder’s Statement

   the bidder’s statement lodged by betr on 16 July 2025

   betr Capital Raising

   the equity raising of $130 million announced by betr on 29 April 2025 and undertaken for the purpose of funding a proposed cash and scrip based acquisition of PointsBet

   Buy‑Back Notice of Meeting

   has the meaning given in paragraph 19

   Buy‑Back Resolution

   has the meaning given in paragraph 19

   First Proposed RBS

   the draft replacement bidder’s statement provided by betr with its preliminary submission in these proceedings

   Majestic

   Majestic Equity Pty Ltd

   MIXI Australia

   MIXI Australia Pty Ltd

   MIXI Bid

   has the meaning given in paragraph 15

   MIXI Scheme

   has the meaning given in paragraph 5

   PointsBet

   PointsBet Holdings Limited

   Second Proposed RBS

   the draft replacement bidder’s statement submitted by betr in response to our brief in these proceedings

   Selective Share Buy‑Back

   has the meaning given in paragraph 13

   Share Consideration Resolution

   has the meaning given in paragraph 17

   YAST

   YAST Investments Pty Ltd

Facts

3. PointsBet is an ASX listed company (ASX code: PBH).
4. betr is also an ASX listed company (ASX code: BBT).
5. On 26 February 2025, PointsBet announced it had entered into a scheme implementation deed with MIXI, Inc and MIXI Australia for the acquisition by MIXI Australia of 100% of the issued share capital of PointsBet by way of a scheme of arrangement (MIXI Scheme). Under the MIXI Scheme, MIXI Australia offered PointsBet shareholders $1.06 cash for each PointsBet share.¹
6. Also on 26 February 2025, betr (then BlueBet Holdings Limited) announced it had made an offer to acquire PointsBet by way of a scheme of arrangement, offering a combination of cash and betr shares.
7. On 27 February 2025, PointsBet announced that the PointsBet board had determined that the betr proposal could not reasonably be expected to lead to a superior proposal to the MIXI Scheme.
8. On 28 April 2025, betr announced that it had acquired a relevant interest of 19.9% in PointsBet.
9. On 29 April 2025, betr announced a revised proposal to acquire 100% of the shares not already owned by betr in PointsBet, again offering a combination of cash and betr shares.
10. On 12 May 2025, PointsBet announced that the PointsBet board had determined that the revised betr proposal could reasonably be expected to lead to a superior proposal, as defined in the scheme implementation deed between PointsBet, MIXI Inc and MIXI Australia. PointsBet proposed that a form of mutual due diligence be undertaken by PointsBet and betr.
11. On 16 June 2025, PointsBet announced that MIXI Australia agreed to make an off‑market takeover bid for all the issued share capital of PointsBet at $1.20 cash per PointsBet shares, being the same consideration offered under the MIXI Scheme at that time, conditional on (among other matters) the MIXI Scheme not being approved by the requisite majorities of PointsBet shareholders.
12. Also on 16 June 2025, PointsBet announced that the PointsBet board had unanimously decided to reject betr’s 29 April 2025 proposal.
13. On 20 June 2025, betr announced its intention to make an off‑market, all‑scrip takeover offer for all shares in PointsBet not already held by betr (betr Bid) comprising 3.81 betr shares for every 1 PointsBet share. betr stated that the ratio equated to $1.22 per PointsBet share and that the betr Bid was to be “underpinned” by a selective share buy‑back for accepting PointsBet shareholders at $1.22 per share (Selective Share Buy‑Back).
14. On 25 June 2025, the MIXI Scheme was not approved by PointsBet shareholders at the scheme meeting. This was principally due to betr voting its 19.9% Pointsbet shareholding against the MIXI Scheme, consistent with betr's previously publicly stated voting intention.
15. On 26 June 2025, MIXI Australia announced its intention to make an off‑market takeover offer to acquire all of the ordinary shares in PointsBet (MIXI Bid) for an all‑cash consideration of $1.20 per PointsBet share.
16. On 16 July 2025, betr lodged its bidder’s statement in relation to the betr Bid (betr Bidder’s Statement). In an announcement released on the same day, betr made the following statements (footnotes omitted, other than footnote 1):
    1. “betr’s Offer of 3.81 betr shares for every 1 PointsBet Share held (the Offer Consideration) equates to $1.22 per PointsBet share (based on a $0.32 betr share price)¹, which is superior to MIXI’s offer of $1.20 cash per PointsBet Share.”
    2. “The combination of the Offer Consideration (based on a value of $1.22 per PointsBet share¹) and the value of the cost synergies (estimated at up to $0.67 per PointsBet share) equate to up to $1.89 in potential value per PointsBet share.”

    With footnote 1 reading as follows: “Note: $0.32 per betr Share has been chosen as it represents the price at which betr completed an oversubscribed equity raising of $130 million in May 2025 for the purposes of a proposed acquisition of PointsBet. VWAPs for betr Shares traded on ASX as at 16 July 2025 were: 30‑day VWAP ($0.294), 60‑day VWAP ($0.307) and 90‑day VWAP ($0.306) (based on Iress data). The closing price of betr Shares on 16 July 2025 was $0.27 which implies a value of the Offer Consideration of $1.03. Due to the low levels of trading in betr Shares, the trading prices on ASX over any given period may not be an appropriate measure of the value of betr Shares and care should be taken when using short term trading prices to value betr Shares or the Offer Consideration.”

17. The betr Bidder’s Statement stated that the betr Bid was subject to limited conditions including that betr shareholders vote in favour of a resolution to issue betr shares as offer consideration under the betr Bid under ASX Listing Rule 7.1 (Share Consideration Resolution).²
18. On 17 July 2025, MIXI Australia lodged its bidder’s statement in relation to the MIXI Bid and PointsBet announced that the PointsBet directors unanimously recommended that PointsBet shareholders accept the MIXI Bid in the absence of a superior proposal.
19. On 24 July 2025, betr released a notice of extraordinary general meeting (Buy‑Back Notice of Meeting) for betr shareholders to consider a special resolution to approve the Selective Share Buy‑Back (Buy‑Back Resolution).

Application

Declaration sought

20. By application dated 29 July 2025, PointsBet sought a declaration of unacceptable circumstances. PointsBet submitted that there were a number of disclosure issues in the betr Bidder’s Statement, Buy‑Back Notice of Meeting and related announcements, including in relation to:
    1. the value of the consideration offered under the betr Bid, which PointsBet submitted was “presented in a highly misleading and unbalanced way, and which fails to adequately explain the assumptions and sensitivities affecting value” and
    2. the synergies which betr relied upon in valuing its offer consideration, which PointsBet submitted “contain material errors and are presented in a misleading, incomplete and unbalanced manner”.
21. PointsBet further submitted (among other things) that:
    1. by promoting the Selective Share Buy‑Back, betr was seeking “in effect to offer PointsBet shareholders a cash alternative to the all‑scrip offer” outside the betr Bid, which represented “a clear inducement to encourage acceptance” of the betr Bid in contravention of the collateral benefits provision in section 623³ and was otherwise misleading
    2. betr breached the policy behind the minimum bid price rule in section 621(3) by inflating its share price through announcing details of the Selective Share Buy‑Back in the Buy‑Back Notice of Meeting at a key time for valuing betr’s scrip consideration for the purposes of the minimum bid price rule and
    3. betr’s Executive Chairman, Mr Matthew Tripp, failed to disclose the true extent of his and his associates’ voting power in betr.
22. PointsBet submitted that the circumstances adversely affected the market for control of PointsBet and the acquisition of control of PointsBet was not taking place in an efficient, competitive and informed market.

Interim order sought

23. PointsBet sought an interim order that betr be restrained from dispatching the betr Bidder’s Statement until the disclosure deficiencies identified by PointsBet were rectified or until further order.

Final orders sought

24. PointsBet sought final orders, including to:
    1. restrain betr from undertaking the Selective Share Buy‑Back
    2. require betr to provide a replacement bidder’s statement to address the disclosure deficiencies in the betr Bidder’s Statement and
    3. require Mr Tripp to provide corrective substantial holder disclosure.

Discussion

Interim order

25. PointsBet submitted that the interim order was sought to preserve the status quo pending the Panel’s consideration of its application, and to avoid material prejudice to PointsBet shareholders. It also submitted that:
    1. the interim order sought to prevent PointsBet shareholders from making an uninformed decision based on “significant misleading or deceptive representations and other information deficiencies that are currently in the market in the form of the Betr Bidder’s Statement and associated public announcements made by Betr”
    2. the evidence as to unacceptable circumstances was strong and given the significance and materiality of the disclosure deficiencies, it may not be possible to “reverse the misleading impression created” if the betr Bidder’s Statement was dispatched and
    3. PointsBet had sought to resolve the deficiencies with betr by communicating the issues over the period 19 July 2025 to 28 July 2025 but its concerns remained unresolved.
26. The President considered the interim order sought by PointsBet on an urgent basis and betr was invited to make submissions, including as to whether it was willing to hold off on dispatching its bidder’s statement for a period and, if so, what period.
27. betr submitted that:
    1. “betr’s intention prior to receipt of the Panel application this afternoon was to dispatch its bidder’s statement tomorrow morning prior to market open in order to open its offer at the first available opportunity. betr's intention remains to open its offer as soon as it is able to do so”
    2. even a short delay in the betr Bid would give MIXI Australia a significant advantage and cause material harm to betr given the MIXI Bid was open and accumulating acceptances (despite lodging its bidder’s statement after betr)
    3. the information deficiencies alleged by PointsBet were not significant and could be cured by supplemental disclosure and
    4. PointsBet’s application was made on the afternoon prior to the available dispatch date and PointsBet could have raised the question of restraining dispatch sooner.
28. betr also briefly addressed each of the issues raised in PointsBet’s application, objecting to all of them.
29. Guidance Note 5⁴ lists the policy considerations that guide the Panel’s approach to restraining dispatch of takeover documents, including relevantly that:
    1. frequent or routine delaying of documents encourages tactical litigation, which goes against the Panel’s purpose
    2. “documents should be complete and not misleading when released. The Panel prefers that information is provided in fewer, comprehensive and comprehensible documents, rather than in correcting, supplementary documents. Generally speaking, the information test is – what would offerees and their advisers reasonably expect to be told to make informed investment decisions?” (footnote omitted)
    3. whether the information deficiency can be adequately remedied by supplementary disclosure and other relief (eg, extension of the closing date of the bid) and
    4. the likely length of the delay, with a shorter delay likely to cause less harm.
30. The Panel also encourages parties first to seek to negotiate amendments themselves and resolve as many issues as possible before the document is released. An application that clearly sets out the attempts made by the applicant to resolve the issues in good faith is a relevant factor that will guide the Panel’s decision with regards to restraining a bidder’s statement.⁵
31. Here, the President noted that the parties had engaged with the issues at stake prior to PointsBet’s application, as detailed in letters between PointsBet’s legal adviser and betr’s legal adviser and attached to the application.
32. The President considered that the interim order request was made in the context of a bona fide dispute. He also considered that the issues referred to in the application related to fundamental aspects of the betr Bid, including the value of the bid and the expected synergies, and was not satisfied that subsequent correction would remove the effects of any misleading disclosure in the betr Bidder’s Statement.
33. The President was also satisfied that betr and PointsBet shareholders were unlikely to suffer a material prejudice as a result of the interim order given:
    1. the sitting Panel was likely to resolve the issues promptly so that the interim order would only be effective for a short period of time
    2. the sitting Panel (once appointed) could decide to lift the interim order
    3. the MIXI Bid was scheduled to close four weeks later and therefore there was no time pressure on PointsBet shareholders to accept the MIXI Bid prior to the betr Bid opening and
    4. in fact it was likely that many PointsBet shareholders, aware of the competing offers for some time now, would wait to see what unfolded, and potentially benefit from improved disclosure, prior to making any final decisions with regards to the MIXI Bid or the betr Bid.
34. The President also had regard to the important principle in the Panel’s policy that, in general, the Panel will not hold up a transaction by interim orders and prefers to allow a bidder’s statement to be dispatched pending a final decision on the alleged deficiencies.⁶ However here, on balance and for the reasons set out above, the President decided to make an interim order to restrain the dispatch of the betr Bidder’s Statement (see Annexure A).

Subsequent events

35. On 30 July 2025, betr announced that it intended to increase its all‑scrip offer (once opened) to 4.219 betr shares for every 1 PointsBet share held. Among other things, betr stated that:
    1. the increased offer consideration equated to $1.35 per PointsBet share based on the betr Capital Raising price of $0.32, $1.35 per PointsBet share based on the most recent closing price of betr shares and $1.33 per PointsBet share based on the 2‑day VWAP of betr shares
    2. “The improved offer is superior to MIXI’s offer of $1.20 cash per PointsBet Share” and
    3. “betr expects that the PointsBet Board will reconsider its recommendation that PointsBet shareholders accept the MIXI Offer and will now recommend the betr Offer.”
36. On 31 July 2025, PointsBet announced (among other things) that “[t]he PointsBet Board has determined, with the assistance of external advisers, that the Betr Proposal is materially inferior to the MIXI Takeover Offer, even taking into account the Proposed Variation”.

Decision to conduct proceedings

37. We have considered all the material and address specifically only that part of the material we consider necessary to explain our reasoning.
38. betr made a preliminary submission in which it submitted that we should decline to conduct proceedings for the following reasons:
    1. betr was prepared to provide an undertaking to release a replacement bidder’s statement in the form of the First Proposed RBS accompanying its preliminary submission, which it submitted addressed substantially all of the disclosure matters raised in the application
    2. the Selective Share Buy‑Back did not offend the equality principle or breach section 623 and did not give rise to unacceptable circumstances and
    3. the announcement of the Selective Share Buy‑Back and the release of the Buy‑Back Notice of Meeting had not had, and was not expected to have, a discernible impact on the market price of betr shares given no existing betr shares could be sold via the Selective Share Buy‑Back.
39. We considered that the betr Bid presented significant intertwined structural and disclosure issues which were, in our view, critical to PointsBet shareholders considering the all‑scrip betr Bid including comparing it to the all‑cash MIXI Bid. We were not satisfied that the First Proposed RBS addressed these issues adequately and accordingly did not consider it appropriate to lift the President’s interim order.⁷ In our view, this was unlikely to be detrimental to betr given the commercial status of the betr Bid.

The implied value of the consideration offered under the betr Bid

40. We asked the parties whether the First Proposed RBS addressed the concerns raised in the application in relation to the disclosure of the implied value of the betr Bid.
41. PointsBet submitted that, given developments that had occurred since the betr Capital Raising, using the same price of $0.32 per betr share was inappropriate and misleading, and instead of using the stale price of $0.32, betr should have used the betr share price at the most recent practicable date.
42. PointsBet also submitted that betr continuing to adopt the same value for a betr share despite the change to the exchange ratio (announced on 30 July 2025)⁸ was flawed. It submitted that betr increasing the offer ratio, where the value of the combined entity remained unchanged, meant that the fundamental value of a pre‑existing betr share would fall given its entitlement to an interest in the combined entity diminished. PointsBet submitted that this was particularly relevant because the betr Bid was a reverse takeover so that PointsBet’s shareholders’ potential ownership in the combined entity would be significant.
43. PointsBet also submitted that the Selective Share Buy‑Back would compound these issues as buying back shares (at $0.32) above their current market price would be value destructive.
44. betr submitted that, given the betr Capital Raising had been conducted for the purpose of funding an acquisition of PointsBet and constituted a significant price discovery exercise, the price at which the betr Capital Raising was conducted was an appropriate measure of the value of betr’s shares.
45. betr submitted that, in any event, in the First Proposed RBS on each occasion that there was a reference to a value of a betr share under the betr Bid, betr had given equal prominence to the capital raising price of $0.32, the most recent closing price and the 30‑, 60‑ and 90‑day VWAPs for betr shares, which addressed the concerns raised in the application.
46. Guidance Note 18 states that: ⁹

    In a cash bid, the share price of the target will change with the market’s view of the bid (or potential bid), including the likelihood of the bid succeeding and the bid consideration being increased. In a scrip bid, these factors affect also the bidder’s share price. It is therefore important, if comparing the bid consideration to the target’s share price or value, to do so in a way that will not mislead or confuse offeree shareholders.

47. Guidance Note 18 also states that unacceptable circumstances may arise if:¹⁰
    1. the prices at the most recent practicable date are not included (including the date just before the date of the bidder’s statement or target’s statement or, if the bidder’s statement or target’s statement is subsequently amended, just before printing)
    2. there is not a clear explanation of the reason for selecting the particular date for the comparison
    3. the comparison is not like‑for‑like and the method used to calculate it, if not the most reasonable, is not adequately explained and
    4. statements as to value are included without a reasonable basis for them being disclosed.
48. In our view, $0.32 was likely a stale price for betr shares under the betr Bid. However, we considered that the disclosure in the First Proposed RBS, with a range of implied values calibrated over different betr shares prices, sufficiently addressed our concerns. We also considered that, to the extent there were residual issues, PointsBet could address these in its target’s statement.

Misleading disclosure and expected synergies

49. PointsBet submitted that the betr Bidder’s Statement contained material information deficiencies, including in relation to the synergies which betr relied upon in valuing the consideration under the betr Bid, which “contain material errors and are presented in a misleading, incomplete and unbalanced manner”. In support of this, PointsBet submitted (among other things) that:
    1. the valuation of the betr Bid was based on the assumption that the synergies set out in the betr Bidder’s Statement were realised in full, which PointsBet submitted was unlikely given the fact that the betr Bid was not subject to a minimum acceptance condition and that MIXI Australia already held a 14.98% interest in PointsBet at the time of the application, increased to 28.2% at the time of submissions in response to our brief
    2. betr made an “arithmetic error in its calculation and has double counted Betr’s 66m PointsBet shares” because “100% of PointsBet’s equity value at $0.83 has been shown alongside 100% of Betr’s equity value at $0.32 (calculated as $0.32 x Betr’s shares on issue), but Betr owns 19.6% of PointsBet and the value of this stake is reflected within Betr’s equity value”
    3. there was no reasonable basis for betr to represent in the betr Bidder’s Statement that the illustrative value of the betr Bid was $1.89, consisting of $1.22 in scrip consideration and $0.67 for PointsBet shareholders’ share of capitalised synergies given:
       1. betr’s arithmetic error described above and
       2. betr referred to a synergy analysis undertaken by an accounting firm in a different context (betr’s proposed acquisition of PointsBet via a scheme of arrangement) and which assumed the divestment of PointsBet’s Canadian business, noting that if betr did assume the divestment of PointsBet’s Canadian business, then PointsBet submitted that:
          1. the divestment was hypothetical and the betr Bid was not conditional on that sale
          2. betr’s analysis contained no adjustments in respect of the sale of the Canadian business and
          3. there was no disclosure with regards to this assumption.
50. PointsBet also submitted that the total value of the synergies expected by betr being 1.6x the value of PointsBet as a whole was “plainly not credible” and that the 8–10x multiple used to calculated the capitalised value of the expected synergies was high compared to the “only one other ASX‑listed betting company, Tabcorp, and this company trades at approximately 6.3x FY26 EV/EBITDA”.
51. PointsBet submitted that betr should instead set out the value of the betr Bid reflecting shorter term and longer term share prices and specify the synergy value based on cascading scenarios of shareholding.
52. MIXI Australia made submissions that substantially supported all of the points raised by PointsBet. MIXI Australia also submitted that the alleged disclosure deficiencies had impeded “PointsBet shareholders’ ability to assess the relative merits of the [betr] Offer and the MIXI Offer”.
53. betr submitted that it believed it had a reasonable basis for its synergy estimates and that “PointsBet’s claim of double counting or an arithmetic error in the calculation of the per share synergy value accruing to PointsBet Shareholders is wrong and reflects a difference in valuation methodology which betr considers is in line with market standard.” betr also submitted that the First Proposed RBS set out the basis for the estimates and contained amendments to address the issues raised by PointsBet. In particular, the First Proposed RBS (among other things):
    1. contained disclosure on the assumptions underlying the expected synergies, including that these were based on betr acquiring 100% of PointsBet shares and that “[t]here can be no guarantee that Successful Offer Completion will occur, especially where MIXI has a Relevant Interest in 66.0 million PointsBet Shares as at the Last Practicable Date”
    2. provided details around betr’s assumption that PointsBet’s Canadian operations would be divested
    3. no longer contained a single value point (i.e. the reference to $0.67 per PointsBet share) to represent PointsBet shareholders’ share of capitalised synergies. Instead, betr revisited its value impact analysis and included (among other things):
       1. statements to the effect that synergies were expected to “unlock material incremental value” if betr acquired 100% of PointsBet shares but would be limited in scope and quantum otherwise
       2. disclosure that the analysis was “highly theoretical and Synergy value should not be considered fully cumulative to PointsBet Shareholders to the implied Offer value” and that any agreement between betr and PointsBet that was required to realise the expected synergies “may involve detailed negotiations between betr and the independent directors of PointsBet and may be subject to approval (including under the ASX Listing Rules) of non‑associated PointsBet Shareholders” and
       3. a table setting out the potential synergy value per PointsBet share, sensitised by expected cost synergies realised and capitalisation multiple.
54. betr also submitted that it was not unreasonable for it to capture a scenario where betr would acquire 100% of PointsBet shares, given it still remained open for MIXI Australia to accept the betr Bid noting that MIXI Australia had not (up to that point) made any public statement to the effect that it would not be accepting the betr Bid. betr also submitted that “the MIXI bidder’s statement includes numerous disclosures that contemplate it reaching 100% ownership of PointsBet… PointsBet seemingly had no concerns with these disclosures notwithstanding betr holding 19.6% of PointsBet’s shares. On PointsBet’s logic, these disclosures ought to be removed from MIXI’s bidder's statement.”
55. betr submitted that any remaining issues PointsBet may have could be addressed in its target’s statement.
56. We initially agreed with PointsBet that the level of disclosure in betr’s Bidder’s Statement was unsatisfactory with regards to the expected synergies. However, we considered that the changes made in the First Proposed RBS addressed most of our concerns. We requested that the figures listed in the table setting out the potential synergy value per PointsBet share (as described in paragraph 53(c)(iii)) all be in the same format (i.e. no bold), so that the analysis was presented in neutral terms. betr agreed to amend it accordingly.
57. We consider that both PointsBet and betr put forward valid, albeit diverging, arguments with regards to the expected synergies under the betr Bid. We were satisfied with betr’s revised level of disclosure. To the extent PointsBet disagreed with betr’s analysis of the expected synergies, which was unsurprising in the context of an unsolicited takeover offer, we consider that PointsBet could raise these points in its target’s statement.

Selective Share Buy‑Back

Collateral benefit

58. Under section 623(1), a bidder must not, during the offer period for a takeover bid, offer to give a benefit to a person if:
    1. the benefit is likely to induce the person or an associate to accept an offer under the bid (or dispose of securities in the bid class) and
    2. the benefit is not offered to all shareholders.
59. PointsBet submitted that “[d]espite it being proposed as a clear inducement to encourage acceptance of the betr Bid, betr has not offered PointsBet shareholders the benefit of this cash option as part of or under the betr Bid. As such, the [Selective Share Buy‑Back] contravenes the prohibition on collateral benefits in section 623 of the Corporations Act.
60. PointsBet also submitted that the Selective Share Buy‑Back offended the equality of benefits principle given PointsBet shareholders who accepted the betr Bid and subsequently sold their betr shares acquired under the bid would not be eligible to participate in the Selective Share Buy‑Back. PointsBet referred to the provision that provides, in a takeover bid, that if a bidder varies its offer to increase the consideration, whether by increasing the scrip ratio or by providing additional cash consideration, then all shareholders who have accepted the bid are entitled to receive the improved consideration.¹¹ It submitted that this principle ensures that shareholders are not disadvantaged by the timing of their acceptance or subsequent dealings in the securities. It submitted that the structure of the Selective Share Buy‑Back deviates from this principle, results in unequal treatment between shareholders who have sold their betr shares and those who have retained them, and this would not be the case if the cash alternative was provided as part of the betr Bid.
61. betr submitted that the Selective Share Buy‑Back was not a collateral benefit, because:
    1. the offers under the Selective Share Buy‑Back would only be made after the end of the offer period under the betr Bid and therefore section 623 did not apply
    2. under the Selective Share Buy‑Back, betr shares would be bought back at $0.32 which was the fair market value of a betr share
    3. the Selective Share Buy‑Back would be available to all PointsBet shareholders who accepted the betr Bid and at the same time, with any excess applications being scaled back pro rata.
62. In relation to the equality of benefits principle, betr noted that the definition of ‘Eligible Buy‑Back Shareholders’ in the Second Proposed RBS excluded certain former PointsBet shareholders from participating in the Selective Share Buy‑Back but that this did not offend the equality of benefits principle. betr submitted that there was clear disclosure in the Second Proposed RBS that voting already held shares in betr in favour of the Buy‑Back Resolution would disentitle that shareholder from participating in the Selective Share Buy‑Back, which was consistent with section 257D. Any shareholders excluded from participating in the Selective Share Buy‑Back would be the result of them ‘opting out’ by voting in favour of the Buy‑Back Resolution.
63. Similarly, in relation to PointsBet’s submission at paragraph 60, betr submitted that there was no equality of opportunity issue where shareholders are unable to sell their shares under the Selective Share Buy‑Back because they have already sold those shares prior. betr submitted that these shareholders have knowingly given up their right to participate in the Selective Share Buy‑Back.
64. betr further submitted that at this stage it was not aware of any PointsBet shareholders that would be excluded from participation in the Selective Share Buy‑Back as a result of ASX Listing Rules 10.1, noting that “the only person of whom betr is aware that could become a “substantial” (10%+) shareholder in betr at the time the Selective Buy‑Back is conducted is MIXI if it were to accept the betr offer… as would result in it holding >10% of all betr shares at the time of the Selective Buy‑Back.” betr submitted that it would be prepared to seek a waiver from ASX to permit MIXI Australia to participate in the Selective Share Buy‑Back or if such waiver was not granted, to seek the approval of betr’s shareholders for the same.
65. In considering the effect of the Selective Share Buy‑Back and the betr bid, we looked at the substance and commerciality of the transactions together¹², not just their legal form.¹³
66. In our view, the Selective Share Buy‑Back was commercially integrated with the betr Bid. This had critical implications in terms of disclosure (discussed below) and Chapter 6 principles.
67. We were minded to view the Selective Share Buy‑Back as an inducement for PointsBet shareholders to accept the betr Bid by perceiving the Selective Share Buy‑Back as a short‑term liquidity option equivalent to a cash election when in fact it was, by its very nature, conditional on shareholder approval and ‘selective’.
68. However, on balance, we considered that the Selective Share Buy‑Back, while complex and novel in the context of an all‑scrip takeover bid (including one that is competing with an all‑cash takeover bid), was not unacceptable and potentially pro‑competitive to the extent that:
    1. the structural and sequencing issues around the expected timetable of the betr Bid and the Selective Share Buy‑Back respectively were appropriately addressed and that betr shareholders consider the Share Consideration Resolution and the Buy‑Back Resolution at the same meeting
    2. there was adequate disclosure in betr’s replacement bidder’s statement of the rationale for the Selective Share Buy‑Back, how it was intended to operate (including eligibility, voting, funding and scale back), its terms and conditions, its compliance with the requirements of Chapter 2J (and ASIC guidance) and its risks and uncertainties for PointsBet shareholders who were considering accepting the betr Bid and
    3. no PointsBet shareholder who accepted the betr Bid would be excluded from participating in the Selective Share Buy‑Back (unless they ‘opted out’ by voting their betr shares in favour of the Buy‑Back Resolution).
69. The issues raised in paragraphs 68(a) and 68(b) are separately addressed below.
70. In relation to the issue raised in paragraph 68(c), betr offered an undertaking that it would:
    1. use its best efforts to obtain a waiver from ASX allowing MIXI Australia (if it accepted the betr Bid and then so elected) to participate in the Selective Share Buy‑Back and
    2. in the event betr did not obtain such waiver, betr would seek shareholder approval in relation to MIXI Australia’s eligibility to participate in the Selective Share Buy‑Back at the general meeting convened by betr to consider the Share Consideration Resolution and the Buy‑Back Resolution.
71. We accepted betr’s submission that no other PointsBet shareholders accepting the betr Bid would be excluded from participating in the Selective Share Buy‑Back and as a result the equality principle in section 602 was not offended.¹⁴ Therefore, betr’s undertaking sufficiently addressed our concerns with regards to the equality of benefits principle and section 623(1).

Structural issues and shareholder approvals

72. In the First Proposed RBS, it was noted that the betr Bid was proposed to close on 1 September 2025 and the meeting to consider the Buy‑Back Resolution was scheduled to be held on 25 August 2025. No details on timing were disclosed in relation to the meeting to consider the Share Consideration Resolution.
73. PointsBet submitted that betr should seek shareholder approval for the Share Consideration Resolution and the Buy‑Back Resolution at the same meeting, particularly given the Selective Share Buy‑Back was conditional on the approval of the Share Consideration Resolution and the relevant betr shares being issued. PointsBet also submitted that “[t]he current approach, which involves splitting the resolutions across separate meetings and attempting to deal with overlapping and closely related disclosure issues across multiple documents” was inconsistent with clear, concise and effective disclosure “particularly given that the [Selective Share Buy‑Back] is clearly an integral feature of the betr Bid.”
74. MIXI Australia submitted that it was unclear in the First Proposed RBS that the betr bid was not conditional on the Selective Share Buy‑Back being approved and that both resolutions should be put to the same meeting, and that the timetable and timing implications should be “fully and prominently disclosed” in betr’s replacement bidder’s statement.
75. betr submitted that the Buy‑Back Notice of Meeting was able to be dispatched earlier than the notice of meeting for the issue of shares under the betr Bid, the latter requiring ASX review under the ASX Listing Rules. betr submitted that this sequencing was in the best interests of PointsBet and betr shareholders as it would remove significant uncertainty around the Selective Share Buy‑Back (given the higher voting threshold on the Buy‑Back Resolution of 75%) in the context of the betr Bid. Notwithstanding this, betr confirmed it was willing to defer the meeting to consider the Buy‑Back Resolution so that it could be voted on at the same meeting as the Share Consideration Resolution.
76. Given we were of the view that the Selective Share Buy‑Back was commercially integrated with the betr Bid rather than a standalone capital management initiative, we considered that the Buy‑Back Resolution should be considered at the same meeting as the Share Consideration Resolution. This would ensure that betr shareholders were able to assess the overall value proposition of the two integrated transactions being proposed by betr (namely, the betr Bid and the Selective Share Buy‑Back) and make a fully informed voting decision.
77. betr offered an undertaking to:
    1. further revise the Second Proposed RBS to include a combined expected timetable of the betr Bid, the Share Consideration Resolution and the Buy‑Back Resolution
    2. withdraw the Buy‑Back Notice of Meeting, cancel that meeting and disregard all voting directions provided and
    3. issue a replacement notice of meeting and explanatory memorandum for a new meeting of betr shareholders convened to consider the Buy‑Back Resolution and the Share Consideration Resolution.
78. We were satisfied that betr’s undertaking with regards to the sequencing of the shareholder resolutions would ensure that PointsBet shareholders would be considering the betr Bid in an efficient, competitive and informed market.

Disclosure

79. PointsBet submitted that the Selective Share Buy‑Back was unacceptable because it was contrary to the policy of Chapter 6. It submitted that it was unclear how the Selective Share Buy‑Back would operate and as such that Pointsbet shareholders did not have adequate information to assess the merits of selling their shares into the betr Bid and then potentially tendering the betr shares they received into the Selective Share Buy‑Back, contrary to an efficient competitive and informed market. PointsBet also submitted that “betr has created the highly misleading impression that PointsBet shareholders will have access to a cash alternative, whereas in fact the SBB might not proceed at all, and the betr Bid may proceed without it”.
80. In our view, the disclosure in the First Proposed RBS in relation to the Selective Share Buy‑Back was inadequate and may have led to unacceptable circumstances, in particular in relation to incomplete disclosure on the following matters:
    1. the rationale for the Selective Share Buy‑Back
    2. how it was intended to operate (including eligibility, voting, funding, process and scale back)
    3. how the scale back would operate, with a lack of worked examples showing different levels of participation in the Selective Share Buy‑Back and the likely impact of any scale back in each case
    4. its terms and conditions
    5. its compliance with the requirements of Chapter 2J (and ASIC guidance) and
    6. its risks and uncertainties for PointsBet shareholders who were considering accepting the betr Bid.
81. In response to our brief, betr submitted that it had addressed these issues in the Second Proposed RBS.
82. MIXI Australia submitted that the disclosure in the Second Proposed RBS was inadequate and that betr’s replacement bidder’s statement should “contain clear and prominent disclosure of the fact that the Selective Buy‑Back is a separate transaction to the Offer, that its size, price and timing all remain subject to betr's discretion and will not be confirmed until after the end of the Offer Period, and that certain shareholders may be excluded from participating in the Selective Buy‑Back.”
83. betr provided an undertaking that it would further revise the Second Proposed RBS to include disclosure, including in the Chairman’s Letter, the Frequently Asked Questions and the section on the Selective Share Buy‑Back, in relation to the fact that PointsBet shareholders accepting the betr Bid, despite being eligible to participate in the Selective Share Buy‑Back and despite betr shareholders approving the Selective Share Buy‑Back, may only have some, but not all, of their betr shares bought back under the Selective Share Buy‑Back. betr also undertook not to disclose or dispatch a replacement bidder’s statement until it was in a form that we did not object to. betr also amended the Second Proposed RBS to confirm that the price under the Selective Share Buy‑Back would be fixed at $0.32 per share (and would not be reduced even if the all‑scrip offer was subsequently increased).
84. The Selective Share Buy‑Back appeared inherently uncertain as to whether it would proceed at all (given the need for separate betr shareholder approval), as to the availability of funding at different levels of participation and the extent to which any scale‑back may apply. However, to the extent that that uncertainty was adequately disclosed in betr’s replacement bidder’s statement, we are not satisfied that the uncertainty (and associated complexities) would have adverse commercial consequences which affected the efficiency of the market for PointsBet shares contrary to section 602. In fact we concluded that:
    1. the structure could be attractive to some PointsBet shareholders who were willing to take a three‑step approach to potentially receiving cash proceeds from betr that were higher than the $1.20 cash offered under the MIXI Bid (i.e. accept the betr Bid (Step 1), receive betr shares in exchange (Step 2) and then tender those betr shares into the Selective Share Buy‑Back to receive $0.32 cash per betr share, assuming it proceeds (Step 3)) and
    2. the structure had the potential to enhance the existing competitive auction between MIXI and betr, and in this regard we note that on 21 August 2025 MIXI Australia announced on a last and final basis an increase in its offer price from $1.20 to $1.30 per PointsBet share (if MIXI Australia acquired 90% or more of PointsBet shares) or $1.25 per PointsBet Share (if MIXI Australia acquired less than 90%) and that on 27 August 2025 betr announced that it would increase its all‑scrip offer from 4.219 betr shares for every PointsBet share to 4.375 betr shares for every PointsBet share.
85. ASIC Regulatory Guide 110: Share buy‑backs provides that “[i]f a company proposes to buy back a significant percentage of shares or the holdings of a major shareholder, it should consider providing…a report by its independent directors about whether shareholders should vote in favour of the buy‑back, particularly regarding how much the company is paying for the shares; and… an independent expert’s report with a valuation of the shares.”
86. We asked betr whether it was proposing to obtain an independent expert’s report to support the price of $0.32 per betr share under the Selective Share Buy‑Back.
87. betr confirmed and submitted that “[a] copy of the independent expert’s report will be in [sic] provided to betr shareholders in advance of the meeting or meetings to approve the issue of shares under the Offer and the Selective Buy‑Back”.
88. PointsBet submitted that “shareholders should be told that they have not been provided with all material information, that they can expect to receive further disclosure including an IER, and that they will have the opportunity to alter their proxy votes or voting intention statements. betr should also promptly indicate the expected timeframe since these reports usually require some time to complete and, as noted above, all be provided together.”
89. MIXI Australia submitted that betr shareholders and the market should have the benefit of the 28 days’ notice period to consider the independent expert’s report prior to the meeting to consider the Selective Share Buy‑Back, at which the Share Consideration Resolution should also be considered.
90. betr provided an undertaking that at least 28 days before the general meeting at which the Buy‑Back Resolution and the Share Consideration Resolution were to be considered, it would issue a replacement notice of meeting and explanatory memorandum, to be accompanied by:
    1. an independent expert’s report in relation to the Selective Share Buy‑Back, which would include a valuation of the shares to be bought back in compliance with ASIC Regulatory Guide 110.18 and
    2. if betr was unable to obtain a waiver from ASX so that MIXI Australia could (if it accepted the betr Bid) participate in the Selective Share Buy‑Back, an additional resolution to permit MIXI Australia to participate the Selective Share Buy‑Back.
91. We considered that betr shareholders and the market should be able to withdraw their acceptances once fully informed after the replacement notice of meeting, explanatory memorandum and independent expert’s report(s) were available on ASX. We also considered that betr should not process acceptances under the betr Bid until then.
92. betr provided an undertaking that it would either offer withdrawal rights (subject to obtaining ASIC relief to permit it to do so) until five business days after the release of the replacement notice of meeting, explanatory memorandum and independent expert’s report or it would not open the betr Bid until that same time. betr also undertook not to process any acceptances under the betr Bid until the end of the period that shareholders could withdraw acceptance.
93. Chapter 6 requires a control transaction to be exposed to competition in an informed market, as a means of allowing the market to assess the adequacy of the proposal.
94. Here, we were satisfied that PointsBet shareholders and the market generally would be informed and not coerced, so as to properly assess the adequacy of the betr Bid and its commercially integrated Selective Share Buy‑Back. On that basis, we did not consider the substantially amended disclosure around the Selective Share Buy‑Back to be unacceptable. We also recognised that a selective share buy‑back is a permitted corporate action and that, subject to compliance with the applicable disclosure and regulatory requirements, betr should not be restricted from undertaking the Selective Share Buy‑Back.

Minimum Bid Price Rule

95. PointsBet submitted that:
    1. in April 2025, betr had bought PointsBet shares at $1.10 per share, therefore betr’s share price needed to be at least $0.29 ($1.10/3.81x) in order to meet the minimum bid price rule
    2. measured on a rolling two‑day VWAP, the betr share price was below $0.29 for the entire period between the announcement of the betr Bid on 20 June 2025 to the final trading day prior to lodgement of the betr Bidder’s Statement on 16 July 2025 and therefore betr had been “reckless in announcing a bid that had a real chance of not complying with the Minimum Bid Price Rule” in light of ASIC guidance¹⁵ and
    3. “[t]he only days available for Betr to value the [betr Bid] for the purposes of the Minimum Bid Price Rule were 24 July 2025 and 25 July 2025” and, given the release of the Buy‑Back Notice of Meeting on 24 July 2025 had had a positive impact on betr’s share price (including because underlying betr investors who had lent out their shares were instructing their broker to recall their lent shares in order to be able to vote on the Buy‑Back Resolution), the release of the Buy‑Back Notice of Meeting was “clearly a mechanism to support Betr’s share price and ensure that Betr’s market VWAP over 24 July and 25 July 2025 is above $0.29, thereby ensuring that the BBT Offer satisfies the Minimum Bid Price Rule”
96. Section 621(3) states that:

    The consideration offered for securities in the bid class under a takeover bid must equal or exceed the maximum consideration that the bidder or an associate provided, or agreed to provide, for a security in the bid class under any purchase or agreement during the 4 months before the date of the bid.

97. ASIC Regulatory Guide 9 states at RG 9.185 that:¹⁶

    ASIC Instrument 2015/1068 modifies the operation of the minimum bid price rule to allow a bidder to value quoted securities that it offers as bid consideration up to five business days before it sends its first offer. The value must be determined using the volumed weighted average market price of the quoted securities in the ordinary course of trading during the two full trading days before a time chosen by the bidder (chosen valuation time) provided that:

    (a) the chosen valuation time is within the five business days before the date the first offer is sent under the bid—this is to ensure the valuation time is as close as practicable to the date of the bid; and

    (b) the period of trading on which the valuation is based does not start until at least five trading days have elapsed after the date the bidder sent a copy of the bidder’s statement to the target and each approved financial market on which the securities are quoted—this is to ensure that there is time for the market price to reflect the impact of the takeover bid.

98. We asked the parties whether the increased bid consideration announced by betr on 30 July 2025¹⁷ addressed the concerns raised in PointsBet’s application in relation to the minimum bid price rule.
99. betr submitted that the Selective Share Buy‑Back had been first announced “over a month prior to any potential minimum bid pricing period” and that neither the announcement of the Selective Share Buy‑Back nor the release of the Buy‑Back Notice of Meeting had any discernible impact on the market price of betr shares given no shares currently traded were eligible to be sold into the Selective Share Buy‑Back. betr also submitted that “following the increased [sic] in the betr Bid on 30 July, the implied value of the betr Bid based on the 2‑day VWAP for betr shares has been above the minimum bid price at all the times identified by PointsBet in their Application, other than 10, 14 and 15 July 2025”.
100. PointsBet submitted that “it is important that the market is fully informed, including as to the likely impact of an increased exchange ratio, at the time the minimum bid price is calculated” in particular in the context of a reverse takeover (noting the potential adverse effect on betr’s share price of the increased dilution). PointsBet submitted that given the increased consideration under the betr Bid, “betr should be permitted to value its bid as per RG9.185 for the purposes of the minimum bid price rule, but only as if the references in ASIC Corporations (Minimum Bid Price) Instrument 2015/1068 to “bidder’s statement” are read as “replacement bidder’s statement”.”
101. The Panel does not take a technical approach when considering whether unacceptable circumstances exist with regards to section 621 and the policy of section 602.¹⁸
102. We note that the Selective Share Buy‑Back was first announced by betr on 20 June 2025, at the same time as the betr Bid, so that the market was trading on an informed basis prior to the release of the Buy‑Back Notice of Meeting. We consider that PointsBet did not provide a sufficient body of material to justify its claims that the release of the Buy‑Back Notice of Meeting, over a month later, was a mechanism to support betr’s share price.
103. In any event, given betr’s submission that, further to the increased consideration under the betr Bid, the implied value of the betr Bid had been above the minimum bid price at all times (but for three days) since 20 June 2025, we are not satisfied that the equality principle, on which the minimum bid price rule is based, was offended. We consider that any residual issues around the implied value of the betr Bid could be addressed by PointsBet in its target’s statement.

Association

104. PointsBet submitted that betr’s chairman, Mr Matthew Tripp, and his parents Mrs Catherine Tripp and Mr Alan Tripp, were associated in relation to the affairs of betr, that they had voting power that included the shares held by two substantial holders in betr, YAST and Majestic, resulting in “undisclosed voting power of 19.4% in betr”. In support of its association claim, PointsBet submitted (among other things) that:
     1. “the Tripp Family have a history of making joint decisions in relation to betting businesses in which one or more of them has an interest”
     2. there were structural links between Majestic (an entity controlled by Mrs Catherine Tripp) and YAST (an entity controlled by Mr Matthew Tripp, as disclosed in the betr Bidder’s Statement)
     3. “Alan has been a director of a company associated with Matthew (BetEasy) and in which Majestic Equity had a shareholding at the time, indicating Majestic Equity is closely connected with Alan”
     4. Mr Alan Tripp had been actively involved in business operations carried out by Mr Matthew Tripp and Mrs Catherine Tripp, with his participation limited only due to regulatory restrictions applying as a result of past convictions.
105. PointsBet submitted that “PointsBet shareholders do not know the true extent of the holding of the controller of Betr (and thus do not understand the Tripp Family’s influence over Betr)” and that the failure to properly disclose the voting power of Mr Matthew Tripp, Mrs Catherine Tripp and Mr Alan Tripp was contrary to an efficient, competitive and informed market (section 602(a)) and did not give sufficient information to enable PointsBet shareholders to assess the merits of the betr Bid (contrary to section 602(b)).
106. In our preliminary view, at a minimum the betr Bidder’s Statement should have disclosed the combined voting power that Mr Matthew Tripp, Mrs Catherine Tripp and Mr Alan Tripp would have in betr if the betr Bid was successful, including with regards to the impact of the Selective Share Buy‑Back on major shareholders.
107. PointsBet submitted that the disclosure of the combined interest was necessary but not sufficient given it did not address:
     1. betr’s past non‑compliance with section 606 and section 671B which led to an uninformed market for betr shares at the time the betr Bid was announced
     2. issues relating to the betr Capital Raising and the fact that “[t]here is a high risk that betr's cleansing notice was deficient” given betr had “failed to accurately disclose the aggregate voting power and relevant relationships of the Tripp Family” in this document, which could have a material impact on the ability of PointsBet shareholders to receive and sell betr shares under the betr Bid due to potential breaches of on‑sale restrictions under section 727(1)
     3. the risk posed to PointsBet’s existing licensing and approvals, noting that “if incorrect disclosure has been made to regulators, betr may be prohibited from any ownership interest in PointsBet and/or places the PointsBet business operations at serious risk of fines, temporary closures or loss of licensure which would negatively impact PointsBet and its shareholders”.
108. Mr Matthew Tripp refuted the association claim made by PointsBet. He submitted that there was no common directorship between Majestic and YAST and that “[t]he fact the entities use the same registered address and contact address, and were incorporated in the same year, are matters of administrative convenience rather than evidence that one is responsible for the administration of the holdings of the other.” Mr Matthew Tripp also submitted that while he and his mother had both invested in betr (and other betting businesses) and that his father had consulted him and his mother in respect of one transaction, these family links “are insufficient to infer of a history and pattern of joint decision‑making, or that they are otherwise associates in relation to betr”.
109. Mrs Catherine Tripp and Mr Alan Tripp made submissions to the same effect, including that the application relied on “a patchwork of commercial relationships, historical dealings and choice of administrative service providers but fails to provide any substantive evidence of an agreement, arrangement, or understanding to act in concert in relation to the affairs of betr or PointsBet.” Mrs Catherine Tripp and Mr Alan Tripp also submitted that Majestic’s involvement in betr had always been one of passive investment, as illustrated by the fact that Majestic did not participate in a placement in July 2024 and in the betr Capital Raising when, in both instances, YAST did.
110. betr also submitted that notwithstanding the fact that both YAST and Majestic Equity had advised betr that they were not associates, betr was prepared to amend its bidder’s statement to show the holdings of YAST and Majestic Equity in the relevant substantial holding tables individually and on an aggregated basis.
111. In our preliminary view, a serious question was raised about whether Mr Matthew Tripp, as a result of the family connections, history of involvement and common dealings, was an associate of his parents Mrs Catherine Tripp and Mr Alan Tripp in relation to betr.
112. However, on balance and in light of the Panel’s objective to decide disputes in relation to takeovers in a speedy manner by focusing on the commercial issues at play, we decided not to investigate this issue further. We had regard to the fact that PointsBet’s application “relates to Betr’s all‑scrip off‑market takeover offer for all of the issued share capital in PointsBet”. We consider that, in the context of the betr Bid, the additional disclosure in betr’s proposed replacement bidder’s statement with regards to the combined interest of Mr Matthew Tripp, Mrs Catherine Tripp and Mr Alan Tripp sufficiently addressed the claims raised by PointsBet so that the circumstances were not unacceptable in relation to the affairs of PointsBet.
113. We were also concerned about any gaming and wagering regulatory implications that any finding of an undisclosed association between Mr Matthew Tripp and his parents might have on PointsBet shareholders under the betr Bid. Given our decision not to investigate the alleged association further, we consider that this is a risk that PointsBet could raise in its target’s statement.

Decision

114. Given the substantial corrective disclosures and undertakings offered by betr, we declined to make a declaration and are satisfied that it is not against the public interest to do so. We had regard to the matters in s657A(3).

Orders

115. Given that we made no declaration of unacceptable circumstances, we make no final orders, including as to costs.

Postscript

116. On 22 August 2025, betr convened a shareholder meeting to approve, among other matters, MIXI Australia’s participation in the Selective Share Buy‑Back in accordance with paragraph 8 of its undertaking.¹⁹
117. On 25 August 2025, MIXI Australia released a supplementary bidder’s statement disclosing (among other things) that “MIXI Australia has now determined that it will not accept the all‑scrip offer from betr for PointsBet shares as set out in betr's Replacement Bidder’s Statement dated 18 August 2025 (“betr's Offer”) nor any subsequent improvement in betr's Offer (if applicable).”
118. On 1 September 2025, betr sought our consent to vary its undertaking so that it could withdraw the resolution seeking betr shareholder approval of MIXI Australia’s participation in the Selective Share Buy‑Back. betr submitted that, given MIXI Australia’s statement with regards to the betr Offer, “there is no circumstance in which MIXI could participate in the Selective Buy‑Back” and that “proceeding with this resolution notwithstanding MIXI’s commitment not to accept the betr Offer creates an impression that MIXI is still free to accept the betr Offer and risks confusing PointsBet shareholders, betr Shareholders and the market generally”.
119. Section 201A(2) of the ASIC Act 2001 (Cth) provides that a person may vary an undertaking at any time, but only with the consent of the Panel.
120. We invited parties to make submissions and, after considering these, we consented on 8 September 2025 to betr’s request to vary its undertaking (see Annexure C).

Nicola Wakefield Evans AM
President of the sitting Panel
Decision dated 14 August 2025
Reasons given to parties 29 October 2025
Reasons published 5 November 2025

Advisers

Party	Advisers
PointsBet	Baker McKenzie
betr	Arnold Bloch Leibler
MIXI Australia	Clayton Utz
Mr Matthew Tripp	Allens
Mrs Catherine Tripp and Mr Alan Tripp	Ashurst

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Annexure A

Corporations Act
Section 657E
Interim Orders

PointsBet Holdings Limited

PointsBet Holdings Limited (PointsBet) made an application to the Panel dated 29 July 2025 in relation to its affairs. betr Entertainment Limited (betr) has made an off‑market takeover bid for all the shares in PointsBet.

The President ORDERS that:

1. betr not send copies of the bidder’s statement and offer document under its takeover bid for PointsBet to PointsBet shareholders.
2. These interim orders have effect until the earliest of:
   1. further order of the President or the Panel
   2. the determination of the proceedings and
   3. 2 months from the date of these interim orders.

Tania Mattei
General Counsel
with authority of Alex Cartel
President
Dated 29 July 2025

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Annexure B

Australian Securities and Investments Commission Act 2001 (Cth) Section 201A
Undertaking

PointsBet Holdings Limited

betr undertakes to the Panel that:

1. betr will further revise its Proposed Replacement Bidder’s Statement as follows:
   1. to include a combined expected timetable of the betr Bid and the Shareholder Resolutions, including the withdrawal rights as referred to in paragraph 9.a below, if applicable
   2. to explain that the Shareholder Resolutions will be considered by betr shareholders at the same general meeting, that betr will send a replacement notice of meeting and explanatory memorandum to that effect
   3. to include disclosure, including in the Chairman’s Letter, section 3 (Frequently Asked Questions in Relation to the Offer) and section 13.5 (Selective Buy‑Back), in relation to the fact that PointsBet shareholders accepting the betr Bid, despite being Eligible Buy‑Back Shareholders and despite betr shareholders approving the Selective Share Buy‑Back, may only have some, but not all, of their betr shares bought back under the Selective Share Buy‑Back and
   4. to explain the matters referred to in paragraphs 3 to 10 below.
2. Subject to paragraph 3 below, betr shall not publish, disclose or despatch the revised Proposed Replacement Bidder’s Statement until it is in a form that the Panel does not object to and until betr confirms to the Panel that it has obtained ASIC relief to despatch it.
3. Within two business days of the date of this undertaking, betr will issue an ASX announcement in a form that the Panel does not object to confirming that (a) pursuant to this undertaking, betr is withdrawing the current notice of meeting and the explanatory statements dated 24 July 2025 and 8 August 2025 in relation to the meeting betr has convened for 25 August 2025 to vote on the Selective Share Buy‑Back and (b) that meeting is cancelled and all voting directions provided by betr shareholders for that cancelled meeting will be disregarded.
4. betr shall not publish via the ASX market announcements platform, on betr’s website or otherwise any comment in relation to the Selective Share Buy‑Back or the Shareholder Resolutions until such time as it is in a position to dispatch the notice of meeting for the Shareholder Resolutions.
5. At least 28 days before the general meeting at which the Shareholder Resolutions are to be considered, betr will issue a replacement notice of meeting and explanatory memorandum, to be accompanied by:
   1. an independent expert’s report in relation to the Selective Share Buy‑Back, which includes a valuation of the shares to be bought back in compliance with ASIC Regulatory Guide 110.18 and
   2. if betr is unable to obtain a waiver from ASX pursuant to paragraph 6 below, an independent expert’s report in relation to the Selective Share Buy‑Back which includes the information required by ASX Listing Rule 10.5.10.
6. betr will use its best efforts to obtain a waiver from ASX allowing MIXI Australia (if it so elects) to participate in the Selective Share Buy‑Back.
7. In the event betr does not obtain a waiver from ASX allowing MIXI Australia to participate in the Selective Share Buy‑Back without shareholder approval, betr will seek shareholder approval in relation to MIXI Australia’s eligibility to participate in the Selective Share Buy‑Back at the general meeting convened by betr to consider the Shareholder Resolutions.
8. betr will not proceed with the Selective Share Buy‑Back until the earlier of:
   1. betr obtaining an ASX waiver in accordance with paragraph 6 above and
   2. betr shareholders voting in favour of MIXI Australia being eligible to participate in the Selective Share Buy‑Back pursuant to the resolution referred to in paragraph 7 above.
9. betr will either:
   1. subject to obtaining ASIC relief to permit it to do so, send a notice offering withdrawal rights for a period of two weeks to all PointsBet shareholders who accepted the betr Bid prior to the date that is five business days following the release of the replacement notice of meeting, explanatory memorandum and independent expert’s report(s) on ASX or
   2. not open the betr Bid until the date that is five business days following the release of the replacement notice of meeting, explanatory memorandum and independent expert’s report(s) on ASX.
10. Where paragraph 9.a applies, betr will not take any action to process any acceptances under the betr Bid from the date of this undertaking until the end of the period that a shareholder can withdraw acceptance, when applicable, under paragraph 9.a.

betr agrees to confirm in writing to the Panel when it has satisfied its obligations under this undertaking.

Definitions

11. In this undertaking the following terms apply

    betr

    betr Entertainment Limited

    betr Bid

    takeover offer by betr to acquire all of the fully paid ordinary shares in PointsBet not already held by betr, as announced on 16 July 2025

    Eligible Buy‑Back Shareholders

    betr shareholders eligible to participate in the Selective Share Buy‑Back, as defined in the Proposed Replacement Bidder’s Statement

    MIXI Australia

    MIXI Australia Pty Ltd

    PointsBet

    PointsBet Holdings Limited

    Proposed Replacement Bidder’s Statement

    the latest version of the draft replacement bidder’s statement submitted by betr in these proceedings

    Selective Share Buy‑Back

    selective share buy‑back of betr shares which betr intends to undertake following the close of the betr Bid

    Shareholder Resolutions

    the shareholder resolution to approve the issue of betr shares under the betr Bid and the shareholder resolution to approve the Selective Share Buy‑Back

Signed by Andrew Menz of betr Entertainment Limited
with the authority, and on behalf, of
betr Entertainment Limited
Dated 14 August 2025

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Annexure C

Australian Securities and Investments Commission Act 2001 (Cth) Section 201A(2)
Variation To Undertaking

PointsBet Holdings Limited

betr Entertainment Limited (betr) refers to the undertaking provided by it to the Takeovers Panel (Panel) under section 201A of the Australian Securities and Investments Commission Act 2001 (Cth) on 14 August 2025 (Undertaking).

betr agrees, following consent provided by the Panel, that the Undertaking is varied as follows:

1. Paragraph 5.b is deleted so that paragraph 5 reads:

   “At least 28 days before the general meeting at which the Shareholder Resolutions are to be considered, betr will issue a replacement notice of meeting and explanatory memorandum, to be accompanied by an independent expert’s report in relation to the Selective Share Buy‑Back, which includes a valuation of the shares to be bought back in compliance with ASIC Regulatory Guide 110.18.”

2. Paragraph 7 and paragraph 8 are deleted in full.
3. The cross reference in paragraph 1.a is amended as follows:

   “to include a combined expected timetable of the betr Bid and the Shareholder Resolutions, including the withdrawal rights as referred to in paragraph 7.a below, if applicable”

4. The cross reference in paragraph 1.d is amended as follows:

   “to explain the matters referred to in paragraphs 3 to 8 below.”

5. The cross reference in paragraph 8 is amended as follows:

   “Where paragraph 7.a applies, betr will not take any action to process any acceptances under the betr Bid from the date of this undertaking until the end of the period that a shareholder can withdraw acceptance, when applicable, under paragraph 7.a.”

Signed by Andrew Menz of betr Entertainment Limited
with the authority, and on behalf, of
betr Entertainment Limited
Dated 5 September 2025

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¹ On 3 June 2025, PointsBet announced (among other things) that MIXI Australia increased the cash consideration under the MIXI Scheme from $1.06 to $1.20 per PointsBet share

² Other conditions of the betr Bid included obtaining certain regulatory approvals, no material adverse change, no prescribed occurrences, no vesting of PointsBet employee incentives, no restraint orders relating to the betr Bid and no breach of warranties

³ All statutory references are to the Corporations Act 2001 (Cth), and all terms used in Chapters 6 to 6C have the meaning given in the relevant Chapter (as modified by ASIC)

⁴ Guidance Note 5: Specific Remedies – Information Deficiencies at [10]

⁵ Guidance Note 5: Specific Remedies – Information Deficiencies at [10] and [12]

⁶ Guidance Note 4: Remedies General at [13]

⁷ See above at paragraph 25 to 34

⁸ See paragraph 35

⁹ Guidance Note 18: Takeover Documents at [33]

¹⁰ Guidance Note 18: Takeover Documents at [34]

¹¹ Section 650B

¹² Guidance Note 21: Collateral Benefits at [16(a)] states that in considering a collateral benefit the Panel will consider “the substance and commercial reality of the transaction”

¹³ Babcock & Brown Communities Group [2008] ATP 25 at [18] and Austral Coal Limited 02R [2005] ATP 16 at [98]

¹⁴ GoldLink IncomePlus Limited 02 [2008] ATP 19 at [11]

¹⁵ See ASIC Regulatory Guide 9: Takeover bids at [RG 9.185]

¹⁶ At [RG 9.185]

¹⁷ See paragraph 35

¹⁸ Guidance Note 6: Minimum Bid Price at [9]

¹⁹ ASX declined to grant a waiver to allow MIXI Australia to participate in the Selective Share Buy-Back.