In this edition, we discuss guidance released by several industry peak bodies on the use of technology for annual general meetings (AGMs), infringement notices issued by the Australian Securities and Investments Commission (ASIC) to Equity Trustees Limited and applications received by the Takeovers Panel in relation to the affairs of Keybridge Capital Limited (ASX: KBC) (Keybridge), Yowie Group Ltd (ASX: YOW) (Yowie) and New World Resources Limited (ASX: NWC) (New World).
In Over the Horizon, we discuss ASIC’s pioneering of the push towards regulatory red tape reform in Australia aimed at boosting productivity in the modern economy.
Governance
Joint publication offers practical guidance on the use of technology for AGMs
On 17 June 2025, a joint publication on the use of technology at AGMs was released by the Australian Institute of Company Directors, the Australasian Investor Relations Association, the Business Law Section of the Law Council of Australia and the Governance Institute of Australia. The guide reflects insights gained over the first three years since permanent amendments to the Corporations Act 2001 (Cth) came into effect, which enabled companies to utilise technology to hold AGMs and other meetings. The guide primarily targets publicly listed entities, offering practical suggestions to help companies meet their legal obligations while leveraging technology effectively.
Regulatory
ASIC issues infringement notices to Equity Trustees Limited for allegedly misleading investment statements
On 19 June 2025, ASIC announced that Equity Trustees Limited had paid a penalty of $56,340 in response to infringement notices. ASIC alleges that the product disclosure statement, target market determination and website of the Artesian Green and Sustainable Bond Fund (of which Equity Trustees Limited is the responsible entity) were misleading because they claimed the fund invested in green, sustainable and social corporate bonds issued by companies. In contrast, the regulator claims the fund was significantly exposed to government and supranational bonds (not issued by corporations) that were inconsistent with its declared strategy and objectives. Although payment of a penalty specified in an infringement notice is not an admission of wrongdoing, the action highlights ASIC’s continued focus on ensuring that entities (particularly Australian financial services licensees) make accurate and transparent public disclosures.
Legal
Takeovers Panel receives applications in relation to the affairs of Keybridge Capital Limited and Yowie Group Ltd
On 18 June 2025, the Panel received two applications from Keybridge in relation to the affairs of Yowie and in relation to Keybridge’s own affairs. These applications follow earlier matters raised by both parties, as discussed in two previous editions of Boardroom Brief for the weeks commencing 19 May 2025 and 9 June 2025. The two applications concerned an announcement by Yowie of its intention to make an off-market takeover bid for all Keybridge ordinary shares, offering one Yowie share per Keybridge share (Offer). They also related to Yowie’s bidder’s statement for the Offer (Bidder’s Statement), which notes the Offer is subject to defeating conditions including a 35% minimum acceptance condition and a condition that Keybridge no longer controls Yowie. Keybridge’s submissions include that the Offer, through its defeating conditions, seeks to bypass section 259C(1) of the Corporations Act 2001 (Cth), has been made “purely for a collateral purpose” and is “designed to dilute Keybridge’s shareholding in Yowie to below 50% [ahead of a Yowie meeting convened under section 249F of the Corporations Act to replace Yowie’s board of directors], for the purpose of entrenching the Yowie board of directors”. Keybridge seeks an interim order restraining Yowie from acquiring Keybridge shares until a further order of the Panel or the final determination, whichever comes first. Keybridge also seeks final orders, including that Yowie withdraw its bid for Keybridge. A sitting Panel has not yet been appointed, and no decision has been made whether to conduct proceedings on either application.
Takeovers Panel receives application in relation to the affairs of New World Resources Limited
On 19 June 2025, the Panel received an application from Kinterra Capital GP Corp. II in its capacity as general partner of the Kinterra Critical Materials & Infrastructure Opportunities Fund II, LP (Kinterra) in relation to the affairs of New World. On 21 May 2025, New World announced that it had entered into a scheme implementation deed with Central Asia Metals PLC (CAML) for the acquisition by CAML of all shares in New World. On 16 June 2025, Kinterra lodged a Form 603 – Notice of Initial Substantial Holder, disclosing that it had acquired voting power of 11.99% in New World. On 19 June 2025, New World made a request to the ASX for a voluntary suspension pending an announcement in relation to various matters, including a proposed placement of approximately $10 million (which was proposed to be made to CAML). Kinterra is seeking interim orders preventing New World from making a placement prior to its application being heard by the Panel and final orders permanently preventing the placement on the basis that it is a frustrating action in relation to any potential alternative bid for New World. The Panel has not yet decided whether to conduct proceedings.
Over the Horizon
ASIC champions red tape reform in a push for productivity
On 22 June 2025, ASIC Chair Joe Longo publicly endorsed Treasurer Mr Jim Chalmers’ drive for productivity-enhancing cuts to excessive regulation, highlighting the need to address the cumulative burden of decades of bureaucratic growth. Mr Longo announced that ASIC’s recently convened Simplification Consultative Group is preparing to present its red tape reduction and reform agenda at the Treasurer’s productivity roundtable in August 2025. Mr Longo reminded stakeholders that meaningful reform must be a collaborative effort, involving not only government and regulators but also business leaders and industry groups. The Albanese government’s focus on regulatory simplification is part of a broader effort to boost economic productivity and reduce unnecessary compliance costs for Australian businesses. The Business Council of Australia noted the United Kingdom has set an ambitious target to reduce business compliance costs by 25% by 2029 and suggested that Australia should adopt a similarly ambitious approach. Directors should be aware of several areas flagged for possible reform, including simplifying key definitions in Australia’s corporations law (and associated legislation), streamlining Foreign Investment Review Board reporting and modernising data retention requirements. As the reform agenda develops, directors are encouraged to meaningfully engage with the process, provide feedback and prepare for a regulatory environment that is simpler, more efficient and better aligned with the needs of the modern economy.