FMA files civil proceedings against Archer Capital and Healthcare Industry

Media Release
MR No. 2014 - 033
3 October 2014

The Financial Markets Authority (FMA) has filed and served civil proceedings against Archer Capital (Pty) Limited (Archer) and Healthcare Industry Limited (HIL).  The proceedings are for alleged breaches of the substantial shareholder disclosure obligations contained in the Securities Markets Act 1988 (the Act), in relation to shares in Abano Healthcare Group Limited (Abano).

On 16 September 2013, Archer and HIL filed substantial shareholder notices under the Act in relation to substantial holdings in Abano.  The FMA alleges that an agreement, arrangement or understanding to act in concert in relation to Abano shares existed between the parties prior to 16 September 2013, and therefore the notices should have been filed earlier.

The substantial shareholder disclosure regime in securities markets is designed to ensure that the market has sufficient information. The purpose of the obligations under the Act is to ensure that participants in New Zealand’s securities markets have access to information concerning the identity and trading activities of persons who are, or may at any time be, entitled to control or influence the exercise of significant voting rights in a public issuer.

Belinda Moffat, Director of Enforcement and Investigations said “Timely and accurate disclosure is central to the promotion of a well–informed and transparent market.  A fully informed market leads to a fair and transparent market.

“Immediate disclosure is particularly important in the case of understandings or arrangements among shareholders that may lead to a takeover proposal or a stand in the market.”

The FMA is seeking declarations of contravention and pecuniary penalties.  The maximum pecuniary penalty for a contravention of the event disclosure provisions of the Act is $1,000,000.

ENDS

Contact:
Andrew Park
09 967 1215
021 220 6770
andrew.park@fma.govt.nz

Background

  • The purposes of the SSH disclosure requirements are set out in Section 20 of the Act:

To promote an informed market; and to deter insider conduct, market manipulation, and secret dealings in potential takeover bids, by ensuring that information is made available to the market concerning the identity and trading activity of persons who may be in a position to control or influence the exercise of significant voting rights in a public issuer.

Relevant Provisions of the Securities Markets Act can be found in the links here:

Section 5B SMA

S22 SMA

S23 SMA

S24 SMA