CZR Resources will not waive a failed shareholder approval condition attached to its takeover offer for Zuleika Gold and plans to seek ASIC consent to withdraw the bid. The offer remains scheduled to close on 6 November unless the regulatory process changes its course.
- Shareholder approval condition for the Zuleika acquisition was not satisfied
- CZR will not waive the condition or declare the offer unconditional
- ASIC consent is required before the offer can be withdrawn
- Offer remains scheduled to close at 5:00pm AWST on 6 November 2026
Zuleika takeover loses a required approval
CZR Resources Ltd (ASX:CZR) has conceded that its proposed takeover of Zuleika Gold Limited (ASX:ZAG) cannot proceed on its current terms after shareholders failed to approve a key condition of the offer.
The condition covered CZR’s proposed acquisition of Zuleika shares held by Yandal Investments and Annie Guo, along with the issue of CZR shares to those holders as takeover consideration. The resolutions were considered at CZR’s 23 October general meeting, where they were not passed.
CZR will not waive the condition
The result closes off the company’s stated ability to satisfy the condition through shareholder approval. CZR said it will not waive any of the offer’s conditions, including the failed approval, and will not declare the bid free from conditions.
The outcome follows the 23 October shareholder vote, in which CZR shareholders rejected the two approvals needed for the company to acquire the relevant Zuleika holdings. That earlier report said the wider takeover’s immediate status remained unclear; CZR has now set out a withdrawal path.
ASIC consent becomes the next transaction hurdle
CZR intends to apply to ASIC for consent to withdraw the off-market offer under section 652B of the Corporations Act 2001. The regulator has not yet granted consent, and CZR cautioned that any approval could come with conditions.
Until that process is resolved, the offer is still scheduled to close at 5:00pm AWST on 6 November 2026. The immediate question is therefore not whether CZR will make the offer unconditional, but whether ASIC permits the company to formally withdraw it before that deadline and on what terms.
Bottom Line?
The takeover’s fate now rests with ASIC, while the failed approval leaves CZR facing an unresolved transaction timetable and potentially conditional withdrawal process.
Questions in the middle?
- Will ASIC consent to CZR’s proposed withdrawal before the scheduled 6 November closing date?
- What conditions, if any, would ASIC attach to permission to withdraw the offer?
- How will CZR’s capital allocation and Zuleika strategy change if the bid is formally abandoned?