The Takeovers Panel has declared unacceptable circumstances regarding Identitii Limited’s (ASX: ID8) recent rights issue, following an application from Mitchell Asset Management. Identitii is an ASX-listed company that provides a platform for secure financial transactions. The company’s shares are currently trading at $0.007 per share.
The Panel’s concerns stem from a one-for-two non-renounceable rights issue announced on December 4, 2025, aiming to raise $2.88 million. The underwriting agreement with Beauvais Capital, as trustee for The Reginald Hector Trust, could potentially increase the Underwriter’s voting power in Identitii from 29.92% to as high as 49.91%. The Panel found the rights issue was not structured to mitigate control effects, citing the offer price, the timing of the offer over the end-of-year period, broad director discretion over shortfall share allocation, and unclear disclosure regarding priority for shortfall shares.
The Panel concluded that the rights issue could lead to the Underwriter acquiring control or a substantial interest in Identitii in a manner inconsistent with an efficient and informed market. To remedy the situation, the Panel has ordered Identitii to issue supplementary disclosure addressing the identified issues within seven days. Following this, Identitii must re-open the Rights Issue for at least seven days, offering all participating shareholders a withdrawal right.
Furthermore, Identitii is prohibited from issuing any securities to the Underwriter without prior shareholder approval, excluding the Underwriter and its associates from voting on the matter. The Panel will release its reasons for the decision on its website.
