EL7.AI
StocksMedium•28 October 2026•
4 min read

Australian orders transfer DGR Global shares to Commonwealth after voting power reaches 45.43%

Key Facts

1Final orders concerning DGR Global were issued on 27 October 2026.
2The associated parties’ combined voting power reached 45.43% after the financing and offer arrangements.
3Voting power rose from 36.65% by 11 May to 43.30% after the May purchases.
4The purchase price was A$0.0425 per share, a premium of about 52% to the last closing price at the time.
5The first tranche is to be sold within 3 to 6 months, and the second within 6 to 12 months of the seller’s appointment.

On 27 October 2026, the Australian Takeovers Panel announced final orders concerning DGR Global, requiring shares to be transferred to the Commonwealth of Australia ahead of their sale by a seller appointed by the Australian Securities and Investments Commission. The orders aim to address circumstances the Panel said involved control of the company and breaches of takeover and disclosure rules. According to a summary by Kalkine Media, the sale will take place in two tranches over periods beginning from the seller’s appointment. The orders also require DGR to appoint an independent board member and form an independent committee. The steps intervene in the company’s ownership and governance structure after the Panel concluded that the associated parties’ combined voting power had risen to 45.43%.

The case dates back to a group of shareholders that held 8.78% of DGR and whose representative, Nicholas Mather, told the company in April that the group was dissatisfied with the proposed use of proceeds from the sale of the company’s stake in SolGold, according to the Panel. In May 2026, Samuel Holdings, Tenstar Trading and Benn Whistler agreed to buy shares from those sellers representing about 3.65%, 3.00% and 2.13% of DGR, respectively. The Panel said the associated parties’ combined voting power reached 36.65% by 11 May, before rising to 43.30% following the May purchases. Financing and offer arrangements then lifted it to 45.43%. The matter thus shifted from separate share purchases to an increase in the voting influence the Panel attributed to the associated group.

The Panel said Mather, DGR’s managing director, wholly owns Samuel Holdings, and that Samuel Holdings and Tenstar are substantial shareholders in the company. It said the two companies later lodged substantial shareholder notices that were inaccurate in several respects, and also attributed a disclosure breach to Tenstar in its response to a direction from DGR. The Panel described the conduct as breaches of sections 671B and 672B: the former involved Samuel Holdings and Tenstar, while the latter involved Tenstar. These findings put disclosure of ownership and voting interests at the center of the regulatory dispute. The Panel said in its statement that "the substantial shareholder notices subsequently lodged by Samuel Holdings and Tenstar were inaccurate in several respects."

On the terms of the purchases, the Panel said the price paid for shares bought from the sellers in May was A$0.0425 per share, representing a premium of about 52% to the last closing price at the time. That premium calculation did not include an additional commitment provided by Samuel Holdings. Samuel Holdings also financed Whistler’s participation in the purchases with a loan of A$1,492,214.22. The loan was interest-free if Whistler accepted the offer, but carried annual interest of 12.5% if he did not. The Panel linked the financing and purchase arrangements to how it calculated the associated parties’ combined voting power, which rose to 45.43% after those arrangements.

The events coincided with DGR holding substantial cash resources from the sale of its stake in SolGold. The Panel said the company received net proceeds of about A$45 million after repaying a credit facility to Samuel Holdings, with a further A$23 million expected. The sellers’ group had told Mather in April that it was dissatisfied with the proposed use of those proceeds, according to the Panel. The dispute over the allocation of funds provides context for the May purchases without changing what the Panel said about disclosure breaches or voting power levels. The Panel noted that DGR was assessing the best use of the SolGold proceeds after receiving the first tranche and expecting the balance.

According to Kalkine Media’s summary of the orders, the seller appointed by the Australian Securities and Investments Commission must sell the first tranche within 3 to 6 months of appointment, and the second tranche within 6 to 12 months. The measures also include forming an independent board committee and appointing an independent board member, wording that differs from the reference in the old draft to appointing an independent director. The official decision page did not publish the text of the order itself, so the implementation and governance details here are limited to those reported in Kalkine Media’s summary. The Panel’s announcement dated 27 October confirms that final orders concerning DGR were made. The next step is the appointment of the seller and the start of the deadlines for selling the two tranches.