Genius Education reduces stake in Mayfield Childcare as governance tensions escalate

Genius Education Holdings, a privately owned early learning provider and major shareholder in Mayfield Childcare Ltd, has decreased its voting power in the listed operator, transferring a portion of its stake to a nominee structure under a Prime Brokerage Agreement. The move comes amid rising tensions between the two entities and a delayed annual general meeting.

A substantial holding notice lodged with the ASX on 21 May 2025 shows Genius Education’s voting power has fallen from 34.23 per cent to 30.62 per cent, following the transfer of nearly 20 million shares to Citicorp Nominees Pty Ltd via Lazarus Capital Partners.

Despite the adjustment, Genius remains Mayfield’s largest shareholder, holding over 23 million ordinary shares.

Strategic history and failed takeover

Genius and Mayfield have a shared operating history dating back to 2021, when Mayfield acquired 14 centres from Genius Education for $39.2 million. The transaction significantly expanded Mayfield’s national footprint and marked the start of an ongoing strategic relationship.

In 2022, Genius made an unsolicited bid to acquire Mayfield Childcare, initially offering $1.28 per share. The bid was later increased to $1.35 in January 2023, but Mayfield’s board rejected the revised offer, citing concerns over exclusivity terms. Genius withdrew the proposal shortly after and retained its substantial stake.

General meeting request rejected

On 10 May 2025, Genius issued a formal request under Section 249D of the Corporations Act, seeking to convene a general meeting of shareholders. The requisition included a resolution to remove director Sandra Dodds from the Mayfield board.

Mayfield reviewed the notice and determined it to be invalid. The company has not called the meeting and has not issued voting materials in relation to the request.

In response, Genius has questioned the board’s handling of the requisition and has reiterated concerns about corporate governance and shareholder engagement.

AGM postponed pending regulatory advice

Mayfield subsequently postponed its annual general meeting, which was scheduled for 20 May 2025, stating it required additional time to assess whether an application to the Takeovers Panel may be appropriate.

In an ASX update, the company said it remained committed to ensuring shareholders were provided with accurate, compliant and complete information before voting on AGM resolutions.

Mayfield Childcare currently operates 45 long day care centres across Victoria, Queensland and South Australia, providing early learning services to more than 3,600 families.

For more information, visit mayfieldchildcare.com.au.