In this edition, we examine the charges brought against a former director for dishonest conduct as well as the release of a consultation paper by the Australian Securities and Investments Commission (ASIC) on guidance regarding the management of conflicts of interest by Australian financial services licensees. We also discuss interim orders made by the Takeovers Panel in connection with an application in relation to the affairs of Bryah Resources Limited (ASX: BYH) (Bryah) and an application to the Panel in relation to the affairs of PointsBet Holdings Limited (ASX: PBH) (PointsBet).
In Over the Horizon, we examine the potential for a resurgence in Australia’s IPO market in the second half of 2025.
Regulation
Former director faces charges for dishonest conduct in financial services
On 23 July 2025, ASIC announced that James Cuthbertson, a former director of a financial services company and financial adviser, has been charged with multiple counts of dishonest conduct and making false or misleading statements resulting in losses of at least $850,000 to at least six investors. It is alleged that Mr Cuthbertson made a series of dishonest misrepresentations to potential investors in relation to the acquisition of shares in his company, including in relation to future potential share valuations, earnings and dividends as part of supposed plans to list the company on the Australian Securities Exchange. The maximum penalty for each offence is 10 years’ imprisonment and/or $945,000.
ASIC consults on strengthening conflicts management guidance
On 24 July 2025, ASIC announced that it had released a consultation paper seeking feedback on proposed updates to its guidance for Australian financial services licensees on managing conflicts of interest in relation to the provision of financial services within their financial services business. The proposed changes aim to clarify and strengthen expectations around identifying, avoiding and managing conflicts, particularly considering evolving business models and regulatory developments. ASIC’s review follows recent findings that some licensees have not adequately addressed conflicts, which the regulator notes can undermine market integrity and erode trust in financial services. ASIC Commissioner Kate O’Rourke noted that “[t]hese updates support ASIC’s strategic priority to improve transparency and consistency across products and markets and aim to ensure financial markets operate efficiently and fairly”. Directors of financial services companies should review their organisation’s current conflicts management frameworks and consider whether enhancements are needed to align with ASIC’s anticipated guidance. Submissions on the consultation paper are due by 6 September 2025.
Legal
Takeovers Panel makes interim orders in relation to Bryah Resources Limited
On 28 July 2025, the Panel announced that it had made interim orders in response to an application dated 9 July 2025 by Bryah in relation to its own affairs. As discussed in a previous edition of Boardroom Brief, the application raised allegations of association between Bryah shareholders in the context of a general meeting requisitioned under section 249D of the Corporations Act 2001 (Cth). The interim orders require Bryah to keep for a period of 14 days, and provide to the Panel at its request, a record of any votes cast by the alleged associates on the resolutions put to the general meeting.
Takeovers Panel receives application and makes interim orders in relation to PointsBet Holdings Limited
On 30 July 2025, the Panel announced it had received an application from PointsBet in relation to its affairs. PointsBet is subject to two competing off-market takeover offers: a recommended cash offer from MIXI Australia Pty Ltd (MIXI), and an unsolicited all-scrip, reverse takeover offer from betr Entertainment Limited (ASX: BBT) (betr). MIXI and betr respectively have a relevant interest in 24.47% and 19.6% in PointsBet shares. In June 2025, betr stated it would offer a certain number of betr shares for each PointsBet share and that its offer was ‘underpinned’ by an $80 million selective buy-back for accepting PointsBet shareholders. PointsBet alleges that betr’s bidder’s statement contains disclosure issues, particularly around the value of the consideration offered and the absence of assumptions and sensitivities explaining that value. Further, PointsBet alleges (among other things) that by promoting the selective buy-back, betr is seeking "in effect to offer PointsBet shareholders a cash alternative to the all-scrip offer"outside the all-scrip offer of betr shares and represents a “clear inducement to encourage acceptance” of betr’s offer in breach of the collateral benefits prohibition in section 623 of the Corporations Act 2001 (Cth). The President of the Panel has made interim orders restraining betr from despatching its bidder's statement. A sitting Panel has not yet been appointed and no decision has been made on whether to conduct proceedings.
Over the Horizon
Australian capital markets – the grand IPO reopening in the second half of 2025?
Following a lengthy dry spell in public listings since the COVID-19 pandemic, Australia’s IPO market has demonstrated tentative signs of revival, with a handful of successful listings in the first half of 2025 sparking renewed, yet measured, optimism among boards and investors. While prominent floats such as Virgin Australia and Greatland Gold initially buoyed market sentiment, ongoing concerns about pricing risk, elevated interest rates and global geopolitical instability have tempered expectations for a swift return to pre-pandemic IPO volumes. The current environment is characterised by a shift towards smaller-cap offerings, with most new deals expected to fall below the $500 million market capitalisation mark and a broader pipeline emerging in sectors like technology, mining and healthcare. As economic and geopolitical uncertainties persist, boards will need to adopt a more flexible approach to capital raising, with an emphasis on optimising timing and sector-specific opportunities. If sustained, improvement in IPO activity could restore confidence in public markets, but directors must remain vigilant and responsive to ongoing shifts in market dynamics and regulatory requirements.