No: TP25/072 Friday, 15 August 2025
PointsBet Holdings Limited – Panel Accepts Undertaking and Declines to Make Declaration
The Panel has accepted an undertaking from betr Entertainment Limited (ASX: BBT) (betr) (see annexure) and declined to make a declaration of unacceptable circumstances in response to an application dated 29 July 2025 from PointsBet Holdings Limited (ASX: PBH) (PointsBet) in relation to its affairs (see TP25/063).
PointsBet is subject to two competing off-market takeover offers:
- a recommended cash offer from MIXI Australia Pty Ltd (MIXI Australia) and
- an unsolicited all-scrip, reverse takeover offer from betr (betr Bid).
In its application, PointsBet submitted that there were a number of disclosure issues in betr's bidder's statement, notice of meeting and related announcements, including in relation to the value of the consideration under the betr Bid and the synergies which betr relied upon in valuing its offer consideration. PointsBet also submitted that:
- the proposed selective share buy-back of betr shares following the closure of the betr Bid (Selective Share Buy-Back) represents an inducement to encourage acceptance of the betr Bid in contravention of the collateral benefits provision in section 623¹ and is otherwise misleading
- betr has breached the policy behind the minimum bid price rule in section 621(3) and
- betr's Executive Chairman, Mr Matthew Tripp, has failed to disclose the true extent of his and his associates' voting power in betr.
¹ All statutory references are to the Corporations Act 2001 (Cth), and all terms used in Chapters 6 to 6C have the meaning given in the relevant Chapter (as modified by ASIC).
The Panel accepted undertakings from betr to (among other things):
- prepare and despatch a replacement bidder's statement in a form that the Panel does not object to
- cancel the betr shareholder meeting convened for 25 August 2025 to approve the Selective Share Buy-Back
- issue a replacement notice of meeting, accompanied by a relevant independent expert's report(s), for a new betr shareholder meeting to consider both a shareholder resolution to approve the issue of betr shares under the betr Bid and a shareholder resolution to approve the Selective Share Buy-Back (Shareholder Resolutions)
- not proceed with the Selective Share Buy-Back until the earlier of:
- betr obtaining an ASX waiver under ASX Listing Rule 10.1 allowing MIXI Australia to participate in the Selective Share Buy-Back (if MIXI Australia accepts the betr Bid and elects to participate) and
- in the event an ASX waiver is not granted, betr shareholders voting in favour of MIXI Australia's participation in the Selective Share Buy-Back (if MIXI Australia accepts the betr Bid and elects to participate) at the meeting convened by betr to consider the Shareholder Resolutions.
- either:
- subject to obtaining ASIC relief, offer withdrawal rights for a period of two weeks (and not process any acceptances until the end of that period) to all PointsBet shareholders who accepted the betr Bid prior to the date that is five business days following the release of the replacement notice of meeting, explanatory memorandum and independent expert's report(s) on ASX or
- not open the betr Bid until the date that is five business days following the release of the replacement notice of meeting, explanatory memorandum and independent expert's report(s) on ASX.
The Panel considers that the undertaking ensures that adequate disclosure is made and that the Selective Share Buy-Back is adequately structured such that the betr Bid does not offend relevant provisions of Chapter 6 and is otherwise not misleading. The Panel considers that it is not against the public interest to decline to make a declaration of unacceptable circumstances.
As the Panel proceedings have now concluded, the President's interim orders made on 29 July 2025 (see TP25/063) cease to have effect.
The sitting Panel was Alberto Colla, Jon Gidney and Nicola Wakefield Evans (sitting President). The Panel will publish its reasons for the decision in due course on its website www.takeovers.gov.au.
