The Takeovers Panel has declared unacceptable circumstances concerning Identitii Limited (ASX: ID8) and its recent rights issue. Identitii is an ASX-listed company that provides a platform for banks to securely share financial information. The Panel’s decision follows an application from Mitchell Asset Management regarding the affairs of Identitii related to a one-for-two non-renounceable rights issue announced on December 4, 2025, aiming to raise approximately $2.88 million.
The Panel’s concerns centre on the structure of the rights issue and its potential impact on control of Identitii. Key issues included the offer price not encouraging shareholder participation, the offer period running over the holiday season, broad director discretion over shortfall share allocation, unclear priority for shortfall applicants over the underwriter, and omitted disclosure in the offer document. Beauvais Capital Pty Ltd, as trustee for The Reginald Hector Trust, acted as the underwriter for a portion of the rights issue, potentially increasing its voting power from 29.92% to a maximum of 49.91%.
The Panel concluded that the rights issue could lead to the underwriter acquiring control or a substantial interest in Identitii in a manner inconsistent with an efficient, competitive, and informed market. To remedy the situation, the Panel has ordered Identitii to issue supplementary disclosure addressing the identified issues within seven days. Following this, Identitii must re-open the rights issue for at least seven days and offer withdrawal rights to shareholders who have already participated.
Furthermore, Identitii is prohibited from issuing any securities to the underwriter without shareholder approval, with the underwriter and its associates excluded from voting. The Panel will release its detailed reasons for the decision on its website. The sitting Panel comprised Chelsey Drake, Louise Higgins, and Emma-Jane Newton.
