Skin Elements Limited (ASX: SKN), a developer and manufacturer of natural and organic skincare products, recently saw the Takeovers Panel decline to conduct proceedings on an application concerning its affairs. The decision, announced on Tuesday, 2 June 2026, followed the Panel’s acceptance of an undertaking from 62 Capital Pty Ltd. Skin Elements had alleged an association in the context of upcoming board spill meetings, with 62 Capital identified as one of the alleged associates. This stemmed from a $2.5 million placement announced by Skin Elements on 15 October 2025, for which 62 Capital served as the lead manager.
During its inquiry, the Panel scrutinised subscription agreements entered into by 62 Capital with placement investors. These agreements included Clause 7, which prohibited the transfer or dealing with placement securities without 62 Capital’s consent. The Panel considered that if this clause operated as a continuing restriction on disposal after issue, it could raise concerns under Chapters 6 and 6C of the Corporations Act, particularly regarding whether 62 Capital held a relevant interest in those shares. However, reviewing submissions and the context, the Panel was inclined to view that Clause 7 was not intended to have such an ongoing effect.
To formally address any potential issues, 62 Capital provided an undertaking. This commitment involved not enforcing or exercising its rights under Clause 7 of the subscription agreements and notifying all placement investors of their release from that specific clause. The Panel concluded this undertaking adequately resolved its concerns by removing any restriction on the transfer or disposal of the placement securities. Additionally, the Panel found Skin Elements had not provided sufficient evidence to support its claim that 62 Capital and other parties were acting in concert as associates. In light of the undertaking and lack of evidence, the Panel declined to conduct further proceedings.
