• Topline Capital Management contravened substantial holder provisions
• Ambiguity in Dropsuite's statements about Topline's intentions
• Topline's share disposals contrary to stated intentions

The Takeovers Panel has made a declaration of unacceptable circumstances and final orders in relation to an application by Harvest Lane Asset Management regarding the affairs of Dropsuite Ltd (ASX: DSE). Dropsuite had announced on 28 January 2025 that its largest shareholder, Topline Capital Management, had confirmed its intention to vote all its shares in favor of a proposed scheme of arrangement with NinjaOne. However, Topline subsequently disposed of Dropsuite shares on-market between 28 January and 6 February 2025, decreasing its voting power from 31% to 19.7%, without lodging the required substantial holder notices in a timely manner. Topline then made further disposals between 27 February and 17 March 2025, decreasing its stake to 10.5%, again without timely disclosure. The Panel found that Topline's actions contravened the substantial holder provisions and that the market was uninformed about material developments in the level of support for the proposed scheme during this period. The Panel declared the circumstances unacceptable and ordered Topline and its associates to not sell or decrease their Dropsuite shareholdings and to vote their remaining shares in favor of the scheme, subject to the same qualifications as the initial intention statement.