The Australian Securities and Investment Commission (ASIC) has appointed Morgan Stanley Wealth Management Australia to sell 28 million shares in Yowie Group (ASX:YOW). 

The sale follows a decision by the Takeovers Panel to vest shares in the Commonwealth for sale by ASIC. At 2 July, the Total Sale Shares represent approximately 12.92% of Yowie’s issued capital. 

The shares were purchased in a takeover attempt that ASIC deemed contravened the Corporations Act.

ASIC says Wilson Asset Management (International) (WAMI) had a relevant interest and voting power in 19.73 per cent of YOW shares, compromising 1.5 per cent by operation of a direct shareholding and 18.23 per cent through its relevant interests in Keybridge Capital Ltd  and HHY Fund. 

On 13 March, Keybridge announced its intention to make an off-market takeover bid for all of the fully paid shares in YOW (Food & Drink Business, 20/03/2019). 

Between 13-27 March, WAMI acquired YOW shares, increasing its voting power from 19.73 per cent to 32.17 per cent. 

Between 2-10 April, Keybridge acquired shares, increasing WAMI's voting power to 32.65 per cent. 

The Takeovers Panel determined it was unacceptable because they contravened s606 of the Corporations Act and WAMI contravened section 671B of the Act by failing to give details of its deemed relevant interest in Yowie shares.  

It made orders for the shares to be vested in ASIC for sale and that WAMI provide a corrective substantial holder notice. 

It required the 27,073,809 Yowie shares held by WAMI, comprising of the Yowie shares acquired by WAMI between 13-27 March, and the 1,054,148 Yowie shares held by Keybridge, comprising of the Yowie shares acquired by Keybridge between 2-10 April 2019, be vested in ASIC for sale. 

Wilson and Keybridge are barred from re-acquiring the relevant shares, 27 million for Wilson and 1 million for Keybridge.

Morgan Stanley will “use the most appropriate sale method to secure the best available sale price” for the shares and has three months to dispose of them.

The shares represent 12.92 per cent of Yowie’s issued capital.



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