The Takeovers Panel has issued final orders regarding Emu NL (ASX: EMU) following an application by Wayburn Holdings Pty Ltd. Emu NL is an Australian exploration company focused on discovering and developing resource projects. The company’s activities primarily involve exploration for minerals. The Panel’s decision follows a declaration of unacceptable circumstances made on 27 June 2025, relating to events surrounding Emu’s extraordinary general meeting (EGM) held on 14 May 2025.
The Panel found that the issuance of new shares by Emu directors on the day of the EGM, and the manner and timing of the issue, potentially distorted voting at the meeting. Concerns were also raised regarding the lack of clarity and disclosure surrounding proxy voting and the accuracy of voting results. One of the placees, Northmead Holdings Pty Ltd, was also found to have breached substantial holding notice requirements.
To address these issues, the Panel has ordered Emu to convene a new general meeting to reconsider the resolutions previously put at the EGM, excluding the resolution regarding the removal of Mr. Roland Bartsch as a director, who has since resigned. The Panel has mandated several measures to ensure the integrity of the new meeting, including permitting electronic voting, providing pre-filled proxy forms with shareholder identification, and appointing an independent scrutineer to oversee the voting process.
The new shares issued on 14 May 2025, and any further shares issued before the new meeting, will not be eligible to be voted. Emu must provide a draft notice of meeting and proxy form to the Panel by 18 July 2025 and issue the final notice by 25 July 2025, with the meeting to be held within 30 calendar days of the notice. Parties have the liberty to apply for further orders until 14 calendar days after the outcome of the new meeting is announced on the ASX.
