CEMEX Australia Pty Ltd v Takeovers Panel

1. Emu submitted that it required a five-business day allowance to issue the New Notice of Meeting and proxy form following approval by the Initial Panel. It submitted that this was necessary due to the logistical requirements for its registry to print and dispatch the relevant documents.
2. In our professional experience, given the circumstances and the fact that Emu was already on notice for some time, five calendar days would be sufficient time to issue the New Notice of Meeting. We were nonetheless mindful of Emu's logistical concerns, despite our main concern being not to delay the issuance of the New Notice of Meeting any further.
3. On that basis, we made a minor variation of the Orders to extend the time for the issue of the New Notice of Meeting and proxy form to no later than 29 August 2025 (see Annexure B).
4. We also clarified the operation of New Order 2A to remove the reference to section 249P, so that Emu must send, together with the New Notice of Meeting, the Members' Statement and allow for the Members' Statement to be redacted, but only so that it would be in the form that the Initial Panel had not objected to (see Annexure B).

**CORPORATIONS ACT

SECTION 657EA

Emu NL made an application to the Panel dated 5 August 2025 seeking a review of the Panel's decision on 1 August 2025 to vary the orders in Emu NL 03 made by the Panel on 10 July 2025 (as varied, the Orders).

1. That Order 2(f) be stayed until 25 August 2025.
2. These interim orders have effect until the earliest of:

(iii) 2 months from the date of these interim orders.

**CORPORATIONS ACT

Pursuant to sections 657EA(4) and 657D(3) of the Corporations Act 2001 (Cth)

The final orders made on 10 July 2025, and varied on 1 August 2025, by the Panel in Emu NL 03 are varied by:

"issue the notice of meeting and proxy form, in the form that the Panel did not object to on 5 August 2025, as soon as practicable and by no later than 29 August 2025 and".

"Emu must send, together with the notice of meeting, the members' statement given to Emu on 1 August 2025 which, if redacted, is redacted only so that it is in the form that the Panel did not object to on 5 August 2025."

[1] Unless otherwise indicated, all statutory references are to the Corporations Act 2001 (Cth) and all terms used in Chapter 6, 6A or 6C have the meaning given in the relevant Chapter (as modified by ASIC)

[2] Emu's third director was Mr Tim Staermose

[3] With the exception of the resolution for the removal of Mr Roland Bartsch, given Emu announced, on 17 June 2025, that Mr Bartsch had resigned as a director of Emu

[4] Guidance Note 2: Reviewing Decisions

[5] See section 657D(2)(a)

[6] Being the requirement, under Order 2(f), that Emu issue the New Notice of meeting and proxy form by 13 August 2025

[8] In Attorney-General (Cth) v Alinta Limited [2008] HCA 2 at [173]

[10] [2009] FCAFC 78

[11] Included in the notice of meeting for the EGM

[12] Emu referred to National Roads and Motorists' Association Ltd v Snodgrass [2002] NSWSC 811; (2002) 42 ACSR 622

[13] Takeovers Panel Procedural Rules 2020, rule 18

[14] Takeovers Panel Procedural Rules 2020, rule 10(6)

[15] Takeovers Panel Procedural Rules 2020, rule 11

[16] Australian Securities and Investments Commission Act 2001 (Cth), section 195(d)

[17] Australian Securities and Investments Commission Regulations 2001 (Cth), reg 13

[18] Including a remedial order but other than an order requiring a person to comply with a provision of Chapters 6, 6A, 6B or 6C