Emu NL (ASX: EMU), a company focused on resource exploration and development, has received a decision from the Takeovers Panel regarding an application from Dronkay Pty Ltd. The Panel has accepted a further undertaking from Emu and has declined to make a declaration of unacceptable circumstances in response to Dronkay’s application, which was initially dated 10 September 2025. The application was related to a non-renounceable pro-rata entitlement offer announced by Emu on 8 September 2025.
The Panel had previously expressed concerns regarding the timing of the Entitlement Offer, particularly in relation to Emu’s extraordinary general meeting (EGM) held on 29 September 2025. The EGM addressed resolutions concerning the removal and appointment of directors. Further concerns involved the proposed treatment of any shortfall in the offer, where Emu’s directors were granted discretion to place the shortfall without a formal shortfall facility or similar dispersion strategy.
However, the Panel has taken into consideration subsequent developments. These include Emu’s undertaking to the Panel on 23 September 2025, the outcome of the EGM, the results of the Entitlement Offer, the repayment of Emu NL’s loan from Northmead Holdings Pty Ltd (a shareholder of Emu), and Emu’s decision not to allot or issue any shortfall securities related to the Entitlement Offer. This decision is supported by the Further Undertaking provided to the Panel.
Given these factors, the Panel has determined that its initial concerns have been sufficiently addressed and that declining to make a declaration of unacceptable circumstances is not against the public interest. The Panel, consisting of Michael Borsky KC, Katrina Efthim, and Timothy Longstaff, will publish its reasons for the decision on its website in due course. Emu NL has undertaken to the Panel that, unless it has the Panel’s prior consent, it will not take any steps to allot or issue any shortfall securities in relation to its non-renounceable pro-rata entitlement offer announced on 8 September 2025.
