In this edition, we discuss the $13.5 million in penalties that the Federal Court of Australia ordered The Good Guys Discount Warehouses (Australia) Pty Ltd (The Good Guys) to pay for misleading store-credit promotions and a suite of announcements from the Takeovers Panel relating to New World Resources Limited (New World), Elanor Commercial Property Fund (ASX: ECF) (ECF), Twinza Oil Limited (Twinza) and Emu NL (ASX: EMU) (Emu).
In Over the Horizon, we explore how renewed momentum in Australia’s small-cap sector is reshaping IPO strategies and investor expectations for boards.
Regulatory
The Good Guys ordered to pay $13.5 million in penalties over misleading store credit promotions
On 8 September 2025, the Federal Court of Australia ordered The Good Guys to pay penalties of $13.5 million for misleading conduct in relation to several of its store credit and ‘StoreCash’ promotions and failing to issue store credit to more than 20,000 customers. The proceedings covered 116 promotions run between July 2019 and August 2023 where key conditions, such as 7- to 10-day expiry periods and a marketing opt-in requirement, were not clearly disclosed. Companies in retail-facing sectors face heightened enforcement risk as the Australian Competition and Consumer Commission prioritises consumer and fair-trading concerns (including misleading pricing and promotions) in 2025-2026, warranting close oversight of marketing claims, redemption systems and loyalty or credit programs.
Legal
Takeovers Panel publishes reasons for declining to make a declaration of unacceptable circumstances in relation to the affairs of New World Resources Limited
On 9 September 2025, the Panel published the reasons for declining to make a declaration of unacceptable circumstances in relation to the affairs of New World. As noted in a previous edition of Boardroom Brief, the application raised concerns about a proposed placement to Central Asia Metals PLC (CAML) and on-market acquisitions of shares by CAML in the context of two separate control proposals: one from CAML and the other from Kinterra Capital GP Corp II (in its capacity as general partner of the Kinterra Critical Materials & Infrastructure Opportunities Fund II, LP) (Kinterra), who was the applicant in the proceedings. The Panel noted that the placement was ultimately terminated and replaced with a loan facility, which addressed concerns about the placement potentially frustrating Kinterra’s takeover bid for New World. The Panel expressed concern about CAML’s delay in notifying the market of the increased effective offer price. However, it considered that the delay did not materially affect control or potential control of New World and did not justify making a declaration of unacceptable circumstances. The Panel also considered that the number of shares acquired after the price increase was relatively small and that subsequent disclosure remedied any temporary information gap. The Panel concluded that the circumstances did not justify intervention given their limited effect on the control, or potential control, of New World.
Takeovers Panel declines to conduct proceedings in relation to the affairs of Elanor Commercial Property Fund
On 10 September 2025, the Takeovers Panel announced it had declined to conduct proceedings on an application by Elanor Funds Management Ltd (EFM) as responsible entity of ECF in relation to the affairs of ECF. As noted in a previous edition of Boardroom Brief, the application concerned alleged information deficiencies in the bidder’s statement released by LDR Assets Pty Ltd as trustee for the LDR Assets Trust (Lederer) in connection with its off-market takeover bid for ECF. The Panel noted that there was no reasonable prospect of it making a declaration of unacceptable circumstances given that EFM and Lederer had taken steps to negotiate and finalise amendments to the bidder’s statement and had addressed substantially all disclosure concerns raised in the application. A replacement bidder’s statement was lodged by Lederer on 10 September 2025.
Takeovers Panel declines to conduct proceedings in relation to the affairs of Twinza Oil Limited (Receivers and Managers Appointed)
On 11 September 2025, the Takeovers Panel announced it had declined to conduct proceedings on an application by WM Clough Pty Ltd. As reported in our previous edition of Boardroom Brief, the application concerned Twinza’s proposed creditors’ scheme, under which certain senior creditors would hold 85% of Twinza’s shares. The Panel found the issues would be more appropriately resolved in the court forum given Twinza’s receivership status and independent expert evidence that there would likely be no equity value if the scheme did not proceed and Twinza is wound up. The decision highlights the Panel’s preference to defer to court oversight in situations where a company is in receivership and there is little or no equity value remaining for shareholders.
Takeovers Panel receives application in relation to the affairs of Emu NL
On 12 September 2025, the Takeovers Panel announced it had received an application from Dronkay Pty Ltd concerning Emu’s proposed entitlement offer and proposed repayment of a loan from substantial shareholder Northmead Holdings Pty Ltd (Northmead). The application cited disclosure and governance concerns, including the proposed use of a proportion of funds raised under the entitlement offer. The application follows a debt facility announced on 5 September 2025 allowing Emu to repay drawn funds to satisfy Northmead’s entitlement if an offer proceeds and permitting Emu to convert loan principal to equity. On 8 September 2025, Emu issued a prospectus for a non-renounceable entitlement offer, including a free option, with directors retaining discretion to place any shortfall within three months. An extraordinary general meeting to consider board changes is set for 29 September, in line with prior Panel orders. Emu confirmed that shares from the entitlement offer would not be counted towards the votes at the meeting. The applicant raised concerns that the board may allocate the shortfall to board-aligned investors, frustrating the outcome of the upcoming meeting. It also submitted that using a large proportion of funds raised to repay the Northmead loan would entrench the current capital structure and prevent any new board from exercising governance over material transactions. The applicant seeks interim restraints on issuing securities under the offer and using proceeds to repay the loan and final orders from corrective disclosure, pro-rata shortfall allocation and shareholder approval for any loan repayment. A sitting Panel has not yet been appointed at this stage and no decision has been made whether to conduct proceedings.
Over the horizon
Small-cap momentum signals shifting the IPO playbook for boards
On 14 September 2025, leading investors indicated that Australia’s small-cap rally may drive a resurgence in IPO activity, with renewed retail participation and a shift towards gradual sell-downs in listing practices. Small caps have significantly outperformed large caps this year, with several recent IPOs trading above their offer price, boosting sentiment despite a limited number of new listings. Boards evaluating an IPO are seeing the market favour structures where founders and vendors maintain substantial holdings and gradually reduce their stakes over time, with ongoing performance playing a key role in the timing of releasing liquidity. Investor focus is on alignment of interests, prudent pricing, sufficient liquidity and a clear pathway to index inclusion, with particular interest in technology and healthcare sectors over resources. With regulators expressing concern over the slow pace of new listings, greater emphasis is expected on disclosure standards, profit sustainability and engagement with retail investors. Boards entertaining an IPO should review IPO-readiness measures, adjust escrow and sell-down arrangements, ensure incentives are linked to post-listing outcomes and be prepared to act quickly if the market continues to improve.