Australian regulator ASIC has announced that it has restricted Henry Morgan Limited (HML) from eligibility to issue a reduced-content prospectus until 8 June 2019.
The decision means HML will not be able to rely on reduced-disclosure rules and instead must issue a full prospectus if it wishes to raise funds from retail investors.
ASIC’s decision was based on HML’s failure to lodge a financial report, directors’ report and auditor’s report for the financial year ended 30 June 2017, within 3 months, as required by the Corporations Act.
ASIC considers the ability to use a reduced disclosure prospectus a privilege, one dependent on compliance with other aspects of the law, including companies meeting their on-going disclosure obligations.
Where a company fails to comply with its periodic disclosure obligations in a full, accurate and timely manner, ASIC will intervene to ensure that retail investors are protected. In such circumstances, subsequent fundraisings should occur only with the benefit of a full prospectus so that there is adequate disclosure of a company’s prospects and financial position.
HML has the right to appeal to the Administrative Appeals Tribunal for review of ASIC’s decision.
Under the law, a listed company can offer securities using a reduced content prospectus containing information relating only to the particular offer itself.
ASIC has the power to prevent a company from relying on these rules if the company breaches its continuous disclosure or financial reporting obligations.
HML’s full-year financial report, directors’ report and auditor’s report were required to be lodged with ASIC by 30 September 2017.
On this basis, ASIC made a determination under section 713(6) of the Corporations Act excluding HML from relying on section 713 of the Act for 12 months, until 8 June 2019.
HML has been suspended from trading on the ASX Limited since 9 June 2017.