Takeovers Panel application sees Mayfield Childcare delay AGM amid board control concerns

Mayfield Childcare Limited (ASX: MFD) has postponed its 2025 Annual General Meeting (AGM) following an application to the Takeovers Panel that alleges a group of shareholders has acquired significant control without proper disclosure.

The company, which operates more than 30 early childhood education and care (ECEC) services across Victoria, Queensland and South Australia, was originally required to hold its AGM by 31 May 2025. On 3 June, Mayfield confirmed it had received relief from the Australian Securities and Investments Commission (ASIC), extending the deadline to 30 June.

Mayfield’s application to the Takeovers Panel alleges that a group of connected parties, including Genius Holdings, Finexia and Rush Asset Holdings, have collectively acquired more than 43 per cent of the company’s voting shares. The company claims this may contravene sections 606 and 671B of the Corporations Act 2001 (Cth), which regulate ownership thresholds and disclosure obligations.

The AGM, originally scheduled for 20 May, included resolutions concerning the composition of Mayfield’s board. That meeting was postponed to allow time for the application to be prepared.

Mayfield is seeking interim orders to restrict the connected parties from acquiring or selling shares or exercising voting rights while the matter is under review. Final orders requested include disclosure of voting power, a cap on shareholding at 30.62 per cent, and the divestment of any shares above that level through an ASIC-managed tender.

The Panel has not yet determined whether to conduct proceedings.

While the proceedings are corporate in nature, any change to board leadership could have implications for the management and direction of the company’s ECEC services.

Mayfield operates a portfolio of ECEC services across three states and remains one of several publicly listed providers in Australia’s early learning sector.