• Undisclosed association between major shareholders Richard Magides and Edouard Peter
• Merger proposal and placement seen as overvalued, transferring value from minority shareholders
• Applicants seek interim orders to adjourn EGM and restrain major shareholders from voting

The Takeovers Panel has received an application from Grant David Jopling, Edward Fraser Hesket Youds, Explorer Corporation Pty Ltd, and Chun Kei Leung in relation to the affairs of Duxton Farms Ltd (ASX: DBF). The applicants allege that an undisclosed association exists between major shareholders Richard Magides and Edouard Peter, which has enabled them to acquire a controlling stake of approximately 58.58% in Duxton Farms without a formal takeover bid and in contravention of section 606 of the Corporations Act. The applicants also claim that the proposed merger of Duxton Farms with four unlisted entities in which Magides and Peter have an interest is significantly overvalued, leading to a direct transfer of value from minority shareholders to the two major shareholders. An extraordinary general meeting of Duxton Farms' shareholders is scheduled for October 10, 2025, to approve the merger and a conditional placement in which Magides and Peter will subscribe for a significant portion of the shares. The applicants are seeking interim orders to adjourn the EGM until the Panel has made a final determination on the application, and to restrain Magides, Peter, and their associates from voting on the relevant resolutions. The applicants are also seeking final orders for corrective disclosure, the vesting of shares acquired in breach of section 606 in ASIC for sale, and a restraint on further acquisitions or disposals of Duxton Farms shares by Magides, Peter, and their associates.