Highlights

  • The Takeovers Panel has declined to conduct proceedings relating to an application lodged by Skin Elements Limited.
  • The decision followed the acceptance of an undertaking from 62 Capital Pty Ltd.
  • The matter related to alleged associations connected to upcoming board spill meetings.
  • 62 Capital agreed not to enforce certain provisions contained within subscription agreements linked to Skin Elements’ October 2025 Placement.
  • The Panel concluded there was no reasonable prospect of making a declaration of unacceptable circumstances.

The Takeovers Panel has declined to conduct proceedings in relation to an application submitted by Skin Elements Limited (ASX:SKN) concerning the company's affairs, following the acceptance of an undertaking from 62 Capital Pty Ltd. The development marks the latest step in a matter involving alleged associations connected to upcoming board spill meetings and certain agreements linked to the company's October 2025 capital raising.

Skin Elements shares were trading at AUD 0.006 on 2 June 2026. The stock was unchanged during the session and remains approximately 40% lower over the past six months. The latest announcement relates to corporate governance and regulatory proceedings rather than the company's operational activities.

Skin Elements is a biotechnology and health-focused company involved in the development and commercialisation of natural and sustainable products across skincare, health and wellness sectors. In recent months, the company has also been involved in a number of corporate developments, including Shareholder matters and board-related discussions that have attracted regulatory attention.

Background to the Application

The matter originated from an application submitted by Skin Elements to the Takeovers Panel on 25 May 2026.

The application centred on allegations of association among various parties in the context of upcoming board spill meetings. One of the parties identified in the application was 62 Capital Pty Ltd, which had previously acted as lead manager to Skin Elements' placement announced on 15 October 2025.

That placement sought to raise AUD 2.5 million before costs through the issue of 1.25 billion shares at AUD 0.002 per share. Investors participating in the raising also received one unlisted option for every two shares subscribed, resulting in the issue of 625 million unlisted options exercisable at AUD 0.006 per share.

Following receipt of the application, the Panel sought additional information from relevant parties, including documentation connected with the placement and any agreements relating to voting rights or disposal rights associated with the securities issued under the raising.

Review of Subscription Agreements

As part of the information request process, 62 Capital provided copies of subscription agreements entered into with placement investors.

The Panel's attention focused on Clause 7 of those agreements.

According to the announcement, the clause contained restrictions relating to the transfer or disposal of securities issued under the placement without obtaining consent from 62 Capital.

The Panel considered whether such provisions, if interpreted as continuing restrictions after the securities had been issued, could potentially raise concerns under Chapters 6 and 6C of the Corporations Act.

Specifically, questions arose regarding whether the clause could potentially create a relevant interest in the securities for 62 Capital.

After reviewing submissions and considering the broader context of the agreements, the Panel indicated it was inclined to the view that the clause was not intended to operate in that manner.

Nevertheless, the issue remained a key focus of the Panel's assessment.

Undertaking Provided by 62 Capital

To address the concerns identified during the review process, 62 Capital provided a formal undertaking to the Panel.

Under the undertaking, the company agreed that it would not enforce or exercise any rights arising under Clause 7 of the subscription agreements.

The undertaking effectively waived any powers or rights associated with that provision from the date of the undertaking.

In addition, 62 Capital committed to notifying all placement investors that they were released from the obligations contained within Clause 7.

The undertaking also required 62 Capital to provide written confirmation to the Panel once those notifications had been completed.

The Panel determined that the undertaking adequately addressed its concerns by removing any actual or potential restriction on the transfer or disposal of placement securities after their issue.

As a result, the concerns surrounding the clause were considered resolved without the need for further proceedings.

Panel Finds Insufficient Evidence of Association

A separate aspect of the application related to allegations that 62 Capital and various other parties, including placement investors, were acting in concert and therefore should be considered associates.

After reviewing the material presented, the Panel concluded that insufficient evidence had been provided to support those allegations.

According to the announcement, the available information did not justify the commencement of further enquiries into the alleged associations.

This finding formed an important part of the Panel's overall decision-making process.

Without sufficient evidence supporting the association claims, and with the undertaking addressing concerns regarding the subscription agreements, the Panel determined there was limited basis for advancing the matter further.

Decision to Decline Proceedings

After considering the information available, the undertaking provided by 62 Capital and the submissions received from the parties involved, the Panel concluded there was no reasonable prospect that it would make a declaration of unacceptable circumstances.

Consequently, the Panel decided not to conduct proceedings.

The sitting Panel comprised Marina Kelman, Jeremy Leibler, who acted as sitting President, and Christopher Stavrianou.

The Panel also indicated that its detailed reasons for the decision will be published on its website at a later date.

While the decision concludes the current proceedings, publication of the reasons may provide additional insight into the Panel's assessment of the issues raised and the factors influencing its final determination.

Details of the October 2025 Placement

The placement referenced throughout the proceedings was announced by Skin Elements in October 2025.

The capital raising involved two tranches and sought to raise AUD 2.5 million before costs from professional and sophisticated investors.

The structure included the issue of 1.25 billion shares at AUD 0.002 per share together with 625 million unlisted options.

Each option provides the holder with the right to acquire one ordinary share at an exercise price of AUD 0.006.

The subscription agreements entered into between 62 Capital and participating investors formed part of the documentation reviewed by the Panel during its assessment.

The undertaking now ensures that placement investors are no longer subject to the restrictions previously contained within Clause 7 of those agreements.

Corporate Governance Remains in Focus

Although the Panel declined to proceed with formal proceedings, the matter highlights the scrutiny that can arise around governance issues, shareholder relationships and capital raising structures in listed companies.

The Panel's review process examined both the operation of contractual provisions and allegations regarding potential associations among parties connected with the company.

Ultimately, the accepted undertaking resolved the concerns identified in relation to the subscription agreements, while the evidence presented was not considered sufficient to support further investigation into alleged associations.

The outcome therefore allows the matter to conclude without a declaration of unacceptable circumstances being made.

What This Means for Investors

The latest development is primarily a governance and regulatory matter rather than an operational update.

The Takeovers Panel has accepted an undertaking from 62 Capital that removes any potential restrictions relating to the transfer or disposal of securities issued under Skin Elements' October 2025 placement. Following that undertaking, the Panel determined there was no reasonable prospect of making a declaration of unacceptable circumstances and declined to conduct proceedings.

The Panel also concluded that insufficient evidence had been presented to justify further enquiries into allegations of association involving 62 Capital and other parties. Investors may now await the publication of the Panel's detailed reasons, which are expected to provide further context around the decision and the issues examined during the review process.