In this edition, we discuss the consultation paper released by ASX Limited (ASX) on shareholder approval requirements for dilutive acquisitions and changes in admission status for dual-listed companies and the penalty imposed on RAMS Financial Group Pty Ltd (RAMS) over compliance failures in relation to the arrangement of home loans. We also explore the conviction of a former director for making a false or misleading statement to the Australian Securities and Investments Commission (ASIC) and the Takeovers Panel’s reasons for declining to make a declaration of unacceptable circumstances in relation to the affairs of Bryah Resources Limited (ASX:BYH) (Bryah Resources).
In Over the Horizon, we examine the implications of the recent US-Australia critical minerals framework recently signed in Washington.
Regulatory
ASX consults shareholder approval requirements for dilutive acquisitions and changes in admission status
On 20 October 2025, ASX released a consultation paper on a range of options for potential changes to the ASX Listing Rules to expand shareholder approval requirements in connection with equity-funded acquisitions by listed entities and changes in admission status for dual-listed entities. The consultation was first foreshadowed in an April 2025 announcement after institutional investors made representations to ASX about the dilutive impact of share issues for takeovers and mergers in the context of the acquisition by James Hardie Industries plc of The Azek Company Inc. ASX has identified four potential areas where new shareholder approval requirements may be proposed, including:
Where a dual-listed entity proposes to change to an ASX Foreign Exempt Listing.
Where a dual-listed entity proposes to delist from ASX, with ASX’s initial view being that this requirement should be limited to dual-listed entities that first listed on ASX before undertaking a secondary listing on another exchange.
Where an entity proposes to issue securities under, or to fund the cash consideration payable under, a takeover bid or merger by way of scheme of arrangement under Part 5.1 of the Corporations Act 2001 (Cth). ASX’s initial view is that a shareholder approval requirement should only apply to an entity included in the S&P/ASX300 Index that proposes to issue more than 25% of its undiluted share capital in connection with the transaction.
Where an entity undertakes a significant acquisition, regardless of whether it involves an issue of securities. ASX’s initial view being that no specific changes to Chapter 11 of the ASX Listing Rules are required at this time.
Submissions on the public consultation are due by 15 December 2025.
RAMS penalty puts spotlight on board oversight of franchise governance and misconduct risk
On 24 October 2025, ASIC announced that the Federal Court of Australia ordered RAMS to pay a $20 million penalty for compliance failures in relation to the arrangement of home loans. The offending conduct included failures to have adequate arrangements to ensure that customers were not disadvantaged by any conflicts of interest and failures to supervise representatives to ensure compliance with credit laws. This included failing to create and enforce adequate policies and procedures and failing to properly investigate internal findings of possible misconduct. While the proceedings specifically related to RAMS’ obligations as an Australian Credit Licensee, the decision serves as a reminder of the importance for boards (particularly in retail-facing sectors) to ensure that their organisations implement robust compliance policies and procedures and regularly test their efficacy.
Former director convicted for making a false or misleading statement to ASIC
On 20 October 2025, ASIC announced that Mr Rohan Rex Greyling, a former director of Nomad Developments Pty Ltd (Nomad Developments), was convicted and fined $1,000 for making a false or misleading statement to ASIC. Mr Greyling was investigated by ASIC after applying to voluntarily deregister Nomad Developments in December 2023 and making a declaration that the company had no outstanding liabilities, despite the company allegedly owing $34,885 to the Queensland Building and Construction Commission. Mr Greyling has been automatically disqualified from managing corporations for five years as a result of his conviction. While the amounts involved may not be significant, the fact that ASIC is willing to take enforcement action in these circumstances highlights the importance it attaches to the overall integrity of corporate regulation in Australia and the accuracy and completeness of information provided to the regulator.
Legal
Takeovers Panel publishes reasons for declining to make a declaration of unacceptable circumstances in relation to the affairs of Bryah Resources
On 23 October 2025, the Takeovers Panel published its reasons for deciding to decline to make a declaration of unacceptable circumstances in relation to the affairs of Bryah Resources after allegations of shareholder association following a placement and a section 249D board spill notice, due to insufficient material to support inferences of association (despite there being several indications of association). The Panel raised concerns about record‑keeping, broker communications occurring via WhatsApp messages which were subsequently automatically deleted, and late or missing substantial holder notices, which the Panel considered warranted further investigation by ASIC. The reasons reinforce the evidentiary burden to prove association and the expectation that market participants preserve communications and provide full, frank responses to Panel inquiries. The decision is a reminder that Boards facing activism or control contests should ensure adequate and timely record-keeping and disclosure, and plan for enhanced transparency around capital raisings and governance changes.
Over the Horizon
US critical minerals push signals evolving supply chain opportunities
On 21 October 2025, the Australian Government’s Department of Industry, Science and Resources announced that the United States of America and Australia agreed to the terms of a common policy framework for mining and processing of critical minerals and rare earths in Washington. The framework states that the participants:
Will mobilise government and private sector support, including for capital and operational expenditures via guarantees, loans or equity.
Jointly identify projects of interest to address gaps in priority supply chains.
Within six months, take measures to provide at least $1 billion in financing to projects located in each of the United States and Australia.
Take measures to accelerate, streamline or deregulate permitting timelines and processes.
The framework indicates Australia’s intention to boost supplies of critical minerals and other rare earths and support a pipeline of circa A$13 billion ‘ready-to-go’ projects that would expand Australia’s mining and processing abilities onshore – a key component to the critical minerals lifecycle that Australia has traditionally outsourced to other countries. While the framework is not legally binding and may be discontinued by either country on 30 days’ written notice, it still points to greater opportunities for offtake partnerships and government‑linked financing, coupled with potentially expedited processes for project readiness.