Why Did QGold Buy Venus Shares Above Its Own Takeover Offer Price?
Venus Metals has flagged potential regulatory concerns after QGold purchased shares above its stated takeover offer price, prompting calls for market clarity ahead of a formal shareholder response.
- QGold purchased 470,374 Venus shares on-market above the $0.17 offer price
- Purchases may conflict with ASIC Market Integrity Rules and QGold’s disclosures
- Venus is seeking clarification to ensure shareholders are fully informed
- Target’s Statement with formal response and recommendation due 8 December
- Shareholders advised to take no action until reviewing the Target’s Statement
Unexpected Share Purchases Stir Market Attention
Venus Metals Corporation Limited (ASX, VMC) has raised concerns following recent on-market purchases of its shares by QGold Pty Ltd, the company currently pursuing a takeover bid. The purchases, totaling 470,374 shares, were made at prices ranging from $0.18 to $0.19 per share, above QGold’s publicly stated offer price of $0.17.
This discrepancy has prompted Venus to question whether QGold’s actions align with the Australian Securities and Investments Commission (ASIC) Market Integrity Rule 5.13.1(2), which governs takeover conduct, and whether QGold has fully disclosed its intentions to the market.
Regulatory and Disclosure Implications
QGold’s Replacement Bidder’s Statement, released on 27 November 2025, explicitly stated that prior to the offer opening on 12 December, QGold intended to purchase shares only at the offer price. Furthermore, QGold instructed its broker, Ord Minnett Limited, to acquire shares at $0.17 per share, reinforcing this position.
The on-market purchases above this price were not disclosed, raising questions about transparency and compliance with regulatory expectations. Venus is actively seeking clarification to ensure that shareholders and the broader market are fully informed of QGold’s true intentions and activities.
Next Steps for Shareholders and the Market
Venus is preparing its Target’s Statement, which will include a formal response to the takeover offer and a recommendation for shareholders. This statement is scheduled for release on 8 December 2025, providing shareholders with detailed information and guidance ahead of the offer’s closing date on 16 January 2026.
In the meantime, Venus advises shareholders to refrain from taking any action regarding the offer until the Target’s Statement is reviewed. This cautious approach underscores the importance of fully understanding the implications of the takeover bid and any potential changes in offer terms.
Market watchers will be closely monitoring QGold’s response to these concerns and any regulatory scrutiny that may follow. The situation highlights the delicate balance between takeover strategy, market integrity, and shareholder rights in a competitive bidding environment.
Bottom Line?
Venus Metals’ call for clarity on QGold’s share purchases sets the stage for a critical shareholder decision in December.
Questions in the middle?
- Will QGold clarify or revise its takeover offer following these share purchases?
- Could ASIC investigate potential breaches of market integrity rules in this case?
- How will Venus Metals’ Target’s Statement influence shareholder sentiment and the bid’s outcome?
