Biotron – latest news

The shareholder survey showed overwhelming support for a change of management.

• Tim Somerville wrote a letter to the directors on 26 June 2025, seeking a meeting to discuss matters including reorganising the board without the need for the formalities of an EGM. A response was requested by 30 June, but no response or acknowledgment was received.
• Very shortly after the letter of 26 June was sent, Michael Hoy telephoned Michael Medway,  a shareholder we had been proposing to nominate as one of the new directors. Michael Hoy offered for him to be appointed as a director immediately, but on the basis that he would not be entitled to provide any information to the other shareholders without the consent of the existing directors. Michael Hoy  requested him to ask us to put our actions on hold for two months.
• A videoconference  of the Shareholders Advisory Committee and proposed new directors was held on 3 July. The proposal for a two-month delay referred to above was discussed. It was decided that a two-month delay would give no benefit to the shareholders, and the proposal was not accepted. The committee decided that we should proceed to call for an EGM, to remove Michael Hoy as a director, and appoint three new directors in accordance with the wishes of the shareholders expressed in the survey. The Constitution of the company, strangely, requires that directors cannot be appointed unless they provide written consent at least 30 business days prior to their appointment.
  The signed consents of the three new directors were then arranged.
•  27 June and 3 July: Tim Somerville emailed each of the shareholders whose email addresses appear on the share register, informing them of the existence of this website.
• On 16 July, Michelle Miller wrote to the ASX, announcing that Michael Medway had been appointed as a non-executive director of the company. While Michael is well qualified to be a director, no reason was been provided as to why he was appointed at this time.
• On 23 July, the consents of the three new proposed directors were served by hand at the registered office of Biotron Ltd in Sydney. The constitution requires that those consents be served at least six weeks prior to the meeting at which the directors are elected.
• On 20 August, Michael Hoy, chairman of Biotron, agreed to an informal meeting with the Shareholders Advisory Committee and the proposed new Directors. It was hoped that the meeting would result in the new directors being appointed without the delay and expense of calling a formal shareholders’ meeting.
• However, Michael Hoy did not respond to further communications, so that meeting never occurred.
• On 22 September 2025, Michael Medway, the recently appointed Director of Biotron, met with the Shareholders Advisory Committee. He said that the directors propose to call an AGM on 31 October or 6 November and requested that the requisition calling the EGM not be served, to avoid having two meetings in close proximity. The Committee responded that this would be agreeable, provided that we were assured that motions to appoint the three new directors and remove Michael Hoy were on the agenda. Michael Medway said that he would speak to the directors, and get back to us within 48 hours.
• On 23 September, Michael Medway telephoned Tim Somerville. He said that the directors had refused to include our motions restructuring the Board of Directors in the notice of meeting they were proposing to call. No reason was given. A Requisition for general meeting of members for an EGM to restructure the Board of Directors was served by personal delivery it to the Biotron office that afternoon, 23 September.
• 25 September. It had been hoped that the current directors would see reason after receiving the requisition for the EGM and include our motions in the meeting they are calling, rather than having two separate meetings. However, late on 25 September, the company secretary, Marcelo Mora sent a letter to Tim Somerville, making the bland allegation that the requisition for the meeting did not comply with the Corporations Act, but withour referring to any section of that Act.
• On 26 September Tim Somerville sent a letter to Marcelo Mora. No reply was received.
• On 29 September, to avoid any legal basis for a dispute about the validity of the requisition for the meeting, a copy of each of the forms filled by the shareholders appointing Tim Somerville to execute documents for them was printed out and hand delivered to the Biotron office.
• On 1 October, Tim Somerville received a letter from a solicitor engaged by the current directors arguing that his signature on the requisition for the meeting was invalid, and relying on a decision of a single judge. That case dealt with a requisition relating to an association, not a company, in completely different circumstances. Click here to see Tim’s reply dated 2 October. no reply or acknowledgement was ever received. One wonders why current directors were so keen on preventing the shareholders having a vote on changing the board.
• On 5 October, Biotron were given notice that Hugh Milner was proposed as a prospective director, replacing Jeremy Fisher who was unable to accept appointment as a director because of a possible conflict on interests.
• On 15 October, The directors Held a webinar, with no notice to the shareholders , other than posting a notice online at very short notice. Click here for a recording of the webinar. In it, they outlined a complicated series of commercial arrangements and, on the same day, lodged a series of announcements with ASX.
• Also on 17 October, the directors lodged seven notices with ASX relating to those commercial arrangements.
• On 19 October, Tim Somerville send an email to shareholders, requesting that they give him their proxy to give the company a new direction by appointing new directors. Some shareholders have reported that they did not receive the notice or the proxy form. You can click here for information as to how to obtain another proxy form.
• On 22 October, the directors issued 199,086,876 shares oto “sophisticated investors”. This announcement was buried amongst the 7 documents lodged by the directors with ASX on 15 October.  If those unnamed sophisticated investors use that huge block of shares to vote against the changes to the board which we are proposing, it will be difficult for us to succeed. It is hard to imagine what other purpose the directors may have had to make that massive allotment without shareholder approval just before the AGM.