Emu NL Faces Challenge Over 17.6 Million Placement Shares Impacting Director Vote

Background to the Dispute

Emu NL, an ASX-listed explorer focused on precious and base metals, finds itself at the centre of a governance dispute following its extraordinary general meeting (EGM) held on 14 May 2025. The meeting was convened to consider resolutions to remove two of the company’s three directors and replace them with nominees put forward by a group of requisitioning shareholders.

Wayburn Holdings Pty Ltd, a shareholder in Emu, has now escalated the matter to the Takeovers Panel, alleging serious irregularities in the conduct of the EGM vote. The core of the dispute revolves around a placement of 17.6 million shares issued just hours before the meeting, which the applicant claims may have been improperly voted, potentially skewing the outcome.

Allegations of Voting Irregularities

The applicant points to a stark discrepancy between proxy votes lodged prior to the meeting and the final poll results announced by the chair. While proxies suggested the resolutions to remove the directors were likely to pass, the actual vote count showed the opposite, with votes against the resolutions exceeding those in favour.

Compounding concerns is the refusal by the chair to disclose whether the newly placed shares were voted by proxy, and the failure to provide access to proxy forms despite requests. The identities of the investors who received the placement shares remain undisclosed, raising questions about compliance with shareholder voting eligibility rules under the Corporations Act.

Legal and Governance Implications

The applicant argues that these actions may contravene key provisions of the Corporations Act, specifically sections 602 and 606, which govern shareholder rights and control transactions. If shares issued after the cutoff date for voting eligibility were allowed to vote, it could represent a prohibited exercise of voting rights or an unlawful acquisition of control.

Wayburn Holdings is seeking interim orders compelling Emu to produce all proxy forms and details of the placement recipients, as well as final orders to set aside the poll results, restrain the placees from exercising voting rights for six months, and require the current directors to cover the applicant’s costs.

What’s Next for Emu NL?

The Takeovers Panel has yet to appoint a sitting panel or make any decision on whether to conduct proceedings. Meanwhile, the lack of transparency surrounding the placement and voting process has left shareholders and market observers eager for clarity. The outcome of this dispute could have significant ramifications for Emu’s board composition and investor confidence.

As Emu navigates this governance challenge, the broader market will be watching closely for the Panel’s response and any subsequent disclosures from the company.