ASIC has restricted Keybridge Capital Limited (ASX: KBC) (Keybridge) and Yowie Group Limited (ASX: YOW) (Yowie Group) from issuing reduced-content prospectuses for 12 months after they failed to lodge their financial, directors and auditors reports in a timely manner.

Until 6 August 2026, Keybridge and Yowie Group will not be able to rely on the reduced content rules under s713 of the Corporations Act 2001 (Corporations Act) and instead must issue a full prospectus if they wish to raise funds from retail investors, or satisfy disclosure requirements for other purposes (for example, during a Ch 6 takeover bid where shares are offered instead of cash).

ASIC considers the ability to rely on the reduced content rules a privilege dependent on a company’s compliance with the law.

ASIC’s decision was based on:

• Keybridge’s failure to lodge its financial report, directors’ report, and auditor’s report for the half-year ended 31 December 2024 within 75 days, and
• Yowie Group’s failure to lodge its financial report, directors’ report, and auditor’s report for the half-year ended 31 December 2024 within 75 days.

Lodging financial reports on time, that have been audited in accordance with the auditing standards, is a fundamental obligation for listed companies.

Where a company fails to comply with its periodic disclosure obligations in a full, accurate and timely manner, ASIC will intervene to ensure that retail investors are protected.

In such circumstances, subsequent fundraisings should occur only with the benefit of a full prospectus so that there is adequate disclosure of a company’s prospects and financial position.

This is to ensure that retail investors have access to fulsome, accurate and up to date information before deciding whether to invest in a company.

Keybridge and Yowie Group have the right to appeal to the Administrative Appeals Tribunal for review of ASIC’s decision.

Background

Under the law, a listed company can offer securities using a reduced content prospectus containing information relating only to the particular offer itself.

A company may also rely on the reduced content prospectus rules under s713 of the Corporations Act to satisfy other disclosure obligations. For example, in the case of a bidder offering shares as consideration under a takeover bid.

ASIC has the power to prevent a company from relying on these rules if the company breaches its continuous disclosure or financial reporting obligations.

Keybridge and Yowie Group’s securities are currently suspended from trading on the ASX Limited.