In this edition, we discuss proceedings commenced by the Australian Securities & Investments Commission (ASIC) against Delta Power & Energy (Value Point) Pty Ltd (Delta). We also cover recent applications to the Takeovers Panel concerning New World Resources Limited (New World) and the Panel’s declaration of unacceptable circumstances in relation to Emu NL (Emu).
In Over the Horizon, we discuss the Reserve Bank of Australia’s (RBA) anticipated interest rate cuts and the broader global economic headwinds facing Australian businesses.
Regulatory
ASIC suing Delta Power & Energy (Value Point) Pty Ltd for alleged manipulation of electricity futures market
On 30 June 2025, ASIC commenced proceedings against Delta for allegedly manipulating the ASX 24 market for electricity future contracts. ASIC alleges that on 30 occasions between 8 September and 6 October 2022, Delta placed orders for certain futures contracts shortly before market close of the ASX 24 for the purpose of improperly influencing the daily settlement price for those contracts. ASIC contends this conduct created a false or misleading appearance of genuine trading and impacted a key financial benchmark - the daily settlement price. In the same media release, ASIC Chair Joe Longo highlighted the risk to market integrity and the broader economy, particularly during periods of volatility. ASIC seeks declarations and pecuniary penalties, reinforcing its focus on market manipulation in energy and commodities derivatives markets and underscoring the need for boards to maintain strong oversight and controls to safeguard market confidence.
Transitional period begins for ACCC’s new mandatory merger control regime
As previously reported in Boardroom Brief on 1 April 2025 and in our Insight article, a new mandatory merger control regime takes effect on 1 January 2026, with a transitional period having commenced on 1 July 2025. Australia’s merger review system is moving to a mandatory and suspensory notification regime, representing a significant departure from the longstanding voluntary informal clearance and judicial enforcement model. From 1 July 2025, parties can no longer lodge new merger authorisation applications. However, parties can now voluntarily notify acquisitions to the ACCC under a transitional period for the new system, before the mandatory notification requirements and other remaining aspects of the system commence on 1 January 2026. Voluntary notification may be appropriate for businesses seeking a greater degree of certainty on timeframes for completion of transactions.
Legal
Takeovers Panel receives updated application in relation to the affairs of New World Resources Limited
On 2 July 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. New World entered into a scheme implementation deed with Central Asia Metals PLC (CAML) in May 2025, pursuant to which CAML will acquire New World for cash. Shortly after Kinterra lodged a substantial holding notice, New World announced a revised transaction structure under which (among other things) New World would place about 5% of the shares in New World to CAML in exchange for interim funding. Kinterra now submits that New World and CAML have actively sought to frustrate the auction for control of New World by:
a) Entering into the placement “despite knowing… that Kinterra was actively considering a takeover bid for [New World]”.
b) New World failing to terminate the placement “despite the relevant condition for the termination of that agreement having been satisfied, and despite Kinterra’s repeated offer of alternative debt financing”.
Kinterra also submits that CAML has breached the Corporations Act by acquiring its holding in New World by engaging in insider trading, market manipulation and misleading and deceptive conduct. Kinterra seeks certain interim and final orders, seeking (among other things) the disposal by CAML of its shares in New World. On 4 July 2025, the Panel accepted from New World an undertaking not to issue any placement shares to CAML without the Panel’s consent, until the earlier of the determination of the proceedings and two months from the date of the undertaking.
Takeovers Panel makes a declaration of unacceptable circumstances in relation to the affairs of Emu NL
On 30 June 2025, the Panel made a declaration of unacceptable circumstances in relation to an application dated 16 May 2025 by Wayburn Holdings Pty Ltd (Wayburn) in relation to the affairs of Emu, including a placement to raise $300,000 announced by Emu two hours before a meeting to remove incumbent directors and appoint certain directors (EGM), which Wayburn submitted amounted to an improper and unfair attempt to retain control. The Panel considered, among other things, that:
a) The placement facilitated the acquisition of a substantial interest in Emu that the Emu directors could reasonably expect would be voted at the EGM in support of the incumbent directors.
b) The placement timing had the potential to distort voting at the EGM.
c) Emu did not update or clarify the record date for voting following postponements of the EGM.
d) Emu made it more difficult for shareholders to vote in favour of the resolutions by prepopulating voting directions marked ‘AGAINST’ the resolutions.
e) There was confusion over the accuracy and integrity of proxies and voting results over an extended period.
f) The postponements, the same-day placement and the lack of disclosure regarding the recounts of the proxies did not give Emu shareholders a sufficient basis for confidence as to the outcome of the EGM.
In the circumstances, the Panel considered it was not against the public interest to make the declaration of unacceptable circumstances.
Over the Horizon
Interest rate cuts and global headwinds: what lies ahead for Australian boards
The RBA is widely expected to deliver another interest rate cut in response to easing inflation and sluggish private sector growth, with some forecasters predicting several more cuts by the end of next year. However, the effectiveness of further cuts in stimulating business investment remains in question, as persistent productivity challenges and weak consumer sentiment continue to weigh down on the economy. The RBA’s actions are unfolding against a backdrop of significant developments in the United States, where President Trump’s recently passed fiscal bill and ongoing concerns about the independence of the Federal Reserve are contributing to volatility in global currency markets.
While lower interest rates may provide some relief, they are unlikely to be sufficient on their own to address the broader economic challenges, particularly as the benefits of monetary easing are funnelled into narrow areas such as housing rather than driving widespread business investment. Ongoing uncertainty in global markets and the potential for further rate cuts may translate into increased volatility in the Australian stock market, as investors respond to shifting expectations around growth and profitability. Directors should remain alert to evolving policy settings and sectoral risks and consider how global developments may influence both strategic planning and risk management in the months ahead.