It upholds decision imposing a $900,000 penalty on the bank for breaching continuous disclosure laws
The Full Federal Court has dismissed an appeal by Australia and New Zealand Banking Group (ANZ) over a $900,000 penalty for breaching continuous disclosure laws during a 2015 institutional share placement.
The court upheld the original decision in a case brought by the Australian Securities and Investments Commission (ASIC). The case centred on ANZ’s failure to inform the Australian Securities Exchange (ASX) that between $754 million and $791 million of the $2.5 billion share placement was allocated to the bank’s underwriters instead of investors.
ASIC chair Joe Longo (pictured above) said the decision reinforces the importance of continuous disclosure to protect market integrity.
“ASIC will always defend the integrity of Australia’s markets,” he said. “This is an important case that confirms how critical continuous disclosure is to maintain market integrity.”
The Full Federal Court has dismissed ANZ’s appeal against a judgment that it breached continuous disclosure laws over a $2.5 billion institutional share placement https://t.co/Lu6GiQihoZ pic.twitter.com/W5UifoXwQS
— ASIC Media (@asicmedia) October 2, 2024
ANZ’s original announcement in August 2015 stated it had raised $2.5 billion through the placement of approximately 80.8 million shares at $30.95 per share. However, the bank was aware at the time that a significant portion of the shares was allocated to its underwriters rather than external investors, which it did not disclose to the market.
The penalty of $900,000 was imposed by Justice Mark Moshinsky in December 2023. ANZ appealed the decision, with the appeal heard in May 2024 before the Full Federal Court, which has now dismissed the appeal.
At the time of the breach, the maximum penalty for contravening continuous disclosure laws was $1 million. However, penalties have since increased, with the maximum now including fines up to $15.65 million or more, depending on factors such as annual turnover or the benefit gained from the breach.
ANZ’s legal battle was also delayed by separate criminal proceedings brought by the Australian Competition and Consumer Commission, which were later dropped. The stay on ASIC’s case was lifted in 2022, allowing it to proceed.
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