The Takeovers Panel is reviewing an application from Mr. Bob Ciesla concerning FBR Limited (ASX: FBR). This application echoes similar allegations previously withdrawn by Mr. Ciesla, involving potential breaches of shareholder protections during recent share placements. FBR, a company focused on developing outdoor robotics, completed a $6.3 million placement in two tranches. The first tranche, totaling 574,500,000 shares, was issued to sophisticated investors. The second tranche, involving 53,820,242 shares to Fidelity International Limited (FIL), was approved at a shareholder meeting on May 6, 2025.
Mr. Ciesla alleges that these placements consolidate control within institutional hands without disclosing alternative funding options, intellectual property strategies, or significant internal changes. He also claims FBR misused ASX Listing Rule 7.1 and failed to adequately engage with shareholders before the Extraordinary General Meeting (EGM). A central concern is the increased risk of FBR’s intellectual property being transferred offshore.
The applicant seeks interim orders to halt further share issuance or the use of intellectual property assets until shareholder protections are reinstated. Final orders requested include declaring the EGM result invalid, reversing the approved share issues, requiring a re-vote with improved notice and explanatory materials, and mandating disclosures regarding intellectual property ownership and alternative financing. The Panel has not yet appointed a sitting panel or decided whether to conduct proceedings, offering no comment on the application’s merits at this stage. The situation underscores the ongoing tension between FBR’s management and some of its shareholders regarding governance and transparency.
