The Takeovers Panel has declined to find unacceptable circumstances in two recent applications concerning Yowie Group's share placement and related fund unit issues, providing clarity on governance and control matters.
- Panel rejects claims of improper association in Yowie share placement
- HHY Fund unit issue deemed outside Panel's jurisdiction
- No unacceptable circumstances declared in either application
- Applications filed by Keybridge Capital and Wilson Asset Management
- Detailed reasons to be published by the Panel in due course
Background to the Dispute
On 30 July 2025, the Takeovers Panel announced its decision to decline making a declaration of unacceptable circumstances in relation to two applications involving Yowie Group Ltd. These applications, lodged by Keybridge Capital Limited and Wilson Asset Management Group, challenged recent capital raising activities by Yowie and the associated fund, HHY.
Keybridge Capital’s Concerns and Panel’s Findings
Keybridge Capital’s first application questioned the legitimacy of a share placement by Yowie prior to a members’ meeting called under section 249F. The concern centered on whether the placement involved parties associated with former Yowie directors, potentially influencing control. However, after thorough inquiries, the Panel found insufficient evidence to establish any such association. Given the commercial context, the Panel concluded that the placement did not constitute unacceptable circumstances.
Wilson Asset Management and the HHY Fund Issue
The second application related to the issuance of units in the HHY Fund before a unitholders’ meeting convened under section 601FM. The Panel noted that the HHY Fund operates outside the scope of Chapter 6 of the Corporations Act, placing it beyond the Panel’s jurisdiction. Moreover, the Panel determined that the unit issue did not have an unacceptable downstream effect on Yowie’s control, further supporting their decision to dismiss the application.
Implications for Yowie Group and Investors
This ruling provides a degree of regulatory clarity for Yowie Group amidst ongoing governance scrutiny. By rejecting the claims, the Panel has effectively endorsed the recent capital raising activities as compliant with takeover and control regulations. For investors, this decision may reinforce confidence in Yowie’s corporate governance and strategic direction, although the full reasoning behind the Panel’s decision is yet to be published.
Looking Ahead
The sitting Panel, led by President Teresa Dyson alongside members Chris Stavrianou and James Stewart, will release detailed reasons for their decision in due course. Market participants will be keen to analyze these insights to better understand the nuances of the ruling and its potential impact on future capital raising and control disputes within the ASX-listed companies.
Bottom Line?
With the Panel’s decision, Yowie Group clears a key regulatory hurdle, but the full story awaits the forthcoming detailed reasons.
Questions in the middle?
- What specific evidence did the Panel consider insufficient to establish association in the share placement?
- How might the Panel’s jurisdictional limits affect future disputes involving fund structures like HHY?
- Will Keybridge Capital or Wilson Asset Management pursue further legal or regulatory action following this decision?