In this edition, we discuss proceedings brought by the Australian Securities and Investments Commission (ASIC) against Choosi Pty Ltd (Choosi) for allegedly misleading prospective customers through its funeral and life insurance comparison services. We also cover applications received by the Takeovers Panel concerning the affairs of Mayfield Childcare Limited (ASX: MFD) (Mayfield) and Yowie Group Ltd (ASX: YOW) (Yowie).
In Over the Horizon, we unpack submissions received by ASIC in response to its discussion paper on the evolving dynamics between public and private markets.
Regulatory
ASIC commences proceedings against Choosi Pty Ltd for false or misleading representations
On 3 June 2025, ASIC announced it had commenced civil penalty proceedings against Choosi in the Federal Court of Australia for allegedly making false or misleading representations to potential customers. ASIC claims that Choosi’s funeral and life insurance comparison services stated that it compared products from a range of funeral and life insurers, when they only compared policies from a single issuer, being a company associated with Choosi. ASIC Deputy Chair Sarah Court stated that consumers “were denied genuine choice … when a cheaper or more suitable policy might have been available from other insurers that were not assessed”. This action serves as a reminder of the regulator’s focus on accurate public disclosures, particularly to retail customers.
Legal
Takeovers Panel receives application in relation to the affairs of Mayfield Childcare Limited
On 3 June 2025, the Panel received an application from Mayfield in relation to its affairs. Mayfield alleges undisclosed associations between certain persons in the context of an upcoming annual general meeting, at which resolutions concerning the composition of its board will be considered. Mayfield submits, among other things, that the alleged associates have:
Acquired voting power in a minimum aggregate of 43.66% of Mayfield’s shares and are seeking to use this voting power to control Mayfield.
Contravened the ‘20% rule’ in section 606 of the Corporations Act 2001 (Cth) (Corporations Act).
Failed to fully disclose the relationship between them in contravention of section 671B of the Corporations Act.
On 6 June 2025, the President of the Panel made interim orders restricting the alleged associates from dealing with their Mayfield shares or interests in Mayfield shares. A sitting Panel has not been appointed at this stage and no decision has been made whether to conduct proceedings.
Takeovers Panel receives application in relation to the affairs of Yowie Group Ltd
On 4 June 2025, the Panel received an application from Keybridge Capital Limited (ASX: KBC) (Keybridge) in relation to the affairs of Yowie. On 9 May 2025, Yowie announced an intention to make an off-market takeover bid for all ordinary shares in Keybridge. The application made on 4 June 2025 is further to the circumstances alleged in a previous application (as discussed in a previous edition of Boardroom Brief) and concerns two meetings:
Proposed to be convened under section 601FM of the Corporations Act: to replace Aurora Funds Management Limited (Aurora) as the responsible entity for HHY Fund (HHY). HHY controls ~10% of the shares in Yowie.
Convened under section 249F of the Corporations Act: to replace Yowie’s board at a meeting to be held on 27 June 2025. This meeting was the subject of an application by Yowie and is discussed in a previous edition of Boardroom Brief.
Keybridge submits that Aurora issued new HHY units – including to Yowie directors and associated entities – for the improper purpose of preventing a change of responsible entity at the meeting convened under section 601FM of the Corporations Act, which has consequently reduced Keybridge’s voting power from 31.15% HHY units down to 21.89% HHY units ahead of Yowie’s section 249F meeting. Keybridge seeks interim orders and final orders, including that the HHY unitholders be restrained from voting on any section 601FM meeting to replace Aurora and that Aurora be restrained from voting on certain resolutions at the Yowie 249F meeting. A sitting Panel has not been appointed at this stage and no decision has been made whether to conduct proceedings.
Over the Horizon
A fine balancing act – navigating the future of public and private markets
On 4 June 2025, ASIC released more than 50 public submissions it received in response to its February 2025 discussion paper on the evolving dynamics between Australia’s public and private capital markets. As discussed in a previous edition of Boardroom Brief, ASIC’s paper examined the health and future of Australia’s markets – in particular, declining public listings, the rapid growth of private credit and the structural influence of superannuation funds. Respondents to ASIC’s paper have warned that liquidity constraints and valuation volatility in public markets – driven by burdensome IPO frameworks and stringent disclosure requirements – could erode investor confidence and limit access to capital. At the same time, the surge in private credit and superannuation-driven inflows of capital raises governance, sustainability and reputational concerns without the benefit of robust oversight or transparent data.
ASIC has distilled feedback from the submissions into themes that will guide ASIC’s next steps in improving the attractiveness of Australia’s public markets, while carefully adjusting any settings in private markets. An overarching theme is that perhaps less oversight is required over public markets (including streamlining IPO processes and reforming disclosure requirements) – and more oversight is required over private markets, although any regulatory guidance over private markets in particular must be informed by industry and international standards. Boards should strengthen oversight over any private market exposure and reporting practices relevant to their companies, while awaiting the publication of ASIC’s roadmaps for public and private markets, which are expected to be handed down in Q3 and Q4 of 2025.