Bryah Alleges 31% Shareholding Breach, Seeks Takeovers Panel Intervention
Bryah Resources has lodged a formal application with the Takeovers Panel alleging breaches of takeover laws by shareholders linked to GBA Capital and Yonglu Yu, amid a looming boardroom showdown.
- Bryah alleges associated shareholders breached section 606 by acquiring over 20% voting power
- Application seeks orders to restrain further share acquisitions and restrict voting rights
- Mr Yonglu Yu and GBA Capital linked to attempts to remove Bryah directors
- Meeting scheduled for 29 July to consider director removals and appointments
- Bryah requests ASIC to dispose of shares acquired in breach and corrective disclosures
Background to the Dispute
In early 2025, Bryah Resources Limited engaged GBA Capital as lead manager and completed a two-tranche placement of shares. However, tensions escalated when Mr Yonglu Yu, a client of GBA Capital, initiated moves to overhaul Bryah's board by lodging notices to remove existing directors and appoint his nominees. This set the stage for a high-stakes contest over control of the mining explorer.
Allegations of Breach and Share Accumulation
Bryah has now taken the unusual step of applying to the Takeovers Panel, alleging that Mr Yu and other shareholders connected to GBA Capital have collectively amassed more than 31% voting power. This exceeds the 20% threshold set by section 606 of the Corporations Act, which restricts acquisitions without shareholder approval. Bryah contends these shareholders have breached both takeover and disclosure rules, including failing to properly notify the market of their holdings.
Legal Remedies Sought
The company is seeking interim orders to prevent further share acquisitions by the alleged associated shareholders. More significantly, Bryah requests final orders to vest the disputed shares in ASIC for disposal, restrict voting rights until holdings fall below 20%, and mandate corrective disclosures to ensure transparency. These measures, if granted, would significantly curtail the influence of Mr Yu and his allies ahead of the upcoming shareholder meeting.
Implications for Bryah’s Boardroom Battle
The scheduled meeting on 29 July to consider the removal of two directors and appointment of Mr Yu’s nominees is now clouded by these legal proceedings. The outcome could reshape Bryah’s governance and strategic direction. Investors will be watching closely as the Takeovers Panel deliberates, given the potential precedent for how shareholder activism and control disputes are managed in the ASX mining sector.
Looking Ahead
While the Panel has yet to decide whether to conduct proceedings, Bryah’s application signals a robust defence against what it views as an aggressive takeover attempt. The unfolding events underscore the complexities of shareholder dynamics in resource companies and the critical role of regulatory oversight in maintaining market integrity.
Bottom Line?
Bryah’s fight to curb shareholder control ambitions could redefine its boardroom and investor confidence.
Questions in the middle?
- Will the Takeovers Panel grant Bryah’s requested orders to restrict shareholder voting rights?
- How will the outcome affect the scheduled shareholder meeting and director appointments?
- What are the broader implications for shareholder activism rules in the ASX mining sector?
