• Applicant alleges share placements consolidated control in institutional hands
• Applicant claims FBR failed to disclose alternative funding options and material internal changes
• Applicant seeks orders to invalidate EGM result and require FBR to reissue the vote

The Takeovers Panel has received an application from Mr Bob Ciesla, a shareholder of FBR Limited (ASX: FBR), regarding the company's affairs. The application concerns similar allegations to a previous application by Mr Ciesla that was withdrawn. FBR is a company that designs, develops and builds dynamically stabilized robots to work outdoors. Fidelity International Limited (FIL) is a substantial holder in FBR. On 27 March 2025, FBR announced a $6.3 million two-tranche placement at $0.01 per share to provide additional working capital and for restructuring and development costs. The first tranche was issued to sophisticated and professional investors, while the second tranche was to be issued to FIL subject to shareholder approval. On 6 May 2025, FBR held an extraordinary general meeting (EGM) where resolutions to approve the second tranche, ratify the first tranche, and ratify a previous share issue were carried. The applicant submits that the share placements consolidated control in institutional hands with a failure to disclose alternative funding options, intellectual property strategy and material internal changes. The applicant also claims FBR made improper use of ASX Listing Rule 7.1 and that the FBR board refused to engage with shareholders. The applicant seeks interim orders prohibiting further share issuances or use of intellectual property assets, and final orders declaring the EGM result invalid, requiring FBR to reissue the vote with proper notice and disclosures, and requiring FBR to make disclosures regarding intellectual property ownership and alternative financing.