Shareholder Challenges Pact Group’s ASX Delisting Amid Board Dispute
A significant shareholder has lodged an application with the Takeovers Panel challenging Pact Group Holdings’ proposed delisting from the ASX, alleging misleading reasons and coercion of minority investors.
- Jeremy Raper files application against Pact Group’s delisting
- Majority shareholder Bennamon holds 88% stake and opposes restrictions
- Pact Group cites low liquidity and compliance burdens for delisting
- Takeovers Panel yet to decide on proceedings or interim orders
- EGM scheduled for June 12 to vote on delisting proposal
Background to the Dispute
Pact Group Holdings Ltd (ASX: PGH), a key player in the packaging sector, recently announced its intention to delist from the Australian Securities Exchange. The company cited low liquidity, a concentrated share register, and regulatory compliance burdens as the primary reasons behind this strategic move. The formal request to ASX was approved on May 5, 2025, with a shareholder vote scheduled for an extraordinary general meeting (EGM) on June 12.
Shareholder Opposition Emerges
However, this plan has met resistance from Jeremy Raper, a minority shareholder who has taken his concerns to the Takeovers Panel. Raper alleges that the reasons given for the delisting are misleading and that the board is not acting in the best interests of all shareholders. He further claims that the delisting proposal exerts a coercive pressure on minority investors, potentially forcing them out or diminishing their influence.
The Role of Bennamon Industries
Complicating matters is Bennamon Industries Pty Ltd, which, along with its associated entities, holds approximately 88% of PGH’s shares. Bennamon recently increased its stake by acquiring over 300,000 shares through on-market and off-market transactions. The applicant seeks to restrain Bennamon and its affiliates from acquiring more shares and from voting at the upcoming EGM, arguing that their dominant position could unfairly sway the outcome.
Takeovers Panel’s Position and Next Steps
As of now, the Takeovers Panel has received the application but has not appointed a sitting panel or made any decisions regarding proceedings. The Panel has also refrained from commenting on the merits of the claims. The applicant is requesting interim orders to delay the EGM until the Panel reaches a determination and to prevent further share acquisitions and voting by Bennamon.
Implications for Shareholders and Market
This unfolding dispute highlights the tensions that can arise when a dominant shareholder seeks to take a company private, potentially at the expense of minority interests. The outcome of the Panel’s review and the EGM vote will be closely watched by investors, as they could set precedents for governance and shareholder rights in similar concentrated ownership scenarios.
Bottom Line?
The Takeovers Panel’s forthcoming decision will be pivotal in shaping minority shareholder protections amid PGH’s delisting battle.
Questions in the middle?
- Will the Takeovers Panel grant interim orders delaying the EGM?
- How might Bennamon’s increased shareholding influence the delisting vote?
- Could this dispute trigger wider scrutiny of concentrated ownership in ASX-listed companies?
