Former director of Bellamy's Australia Jan Cameron will face criminal charges following an investigation by the Australian Securities & Investments Commission (ASIC). She has been charged with contravening sections 671B(1) and 1308(2) of the Corporations Act.
Cameron was a director of the infant formula company between 14 May 2007 and 5 May 2011.
ASIC alleges that when Bellamy's became a listed company (on or before 1 August 2014) Cameron and her associate entity based in Curacao began a substantial holding of 14 million shares in the Company. The associate entity was The Black Prince Foundation.
The holding represented 14.74 per cent of Bellamy's total issued capital and was the largest shareholder in the copmany.
ASIC alleges that on or about 5 August 2014 Cameron failed to disclose the interest. It also alleges that almost three years later, on or around 15 February 2017, Cameron lodged with Bellamy’s a misleading initial substantial holder notice. ASIC said the notice failed to properly disclose her true and complete relationship with Black Prince and the basis upon which she had an interest in 14 million Bellamy’s shares.
Under section 671B of the Corporations Act, a person must, if they begin to have a holding of shares in a listed company that results in 5% or more of voting power, lodge a substantial holder notice with the company and the relevant market operator (in this case, the Australian Securities Exchange). The maximum penalty applying in August 2014 for failing to lodge a substantial holder notice was six months’ imprisonment or 25 penalty units, or both.
Under section 1308(2) of the Act, a person must not make a false or misleading statement in a document required by or for the purposes of the Act or lodged with or submitted to ASIC. The maximum penalty for contravening this section is five years’ imprisonment or 200 penalty units or both.
A mention hearing is scheduled in Hobart Magistrates' Court on 12 March 2020.
In 2H16, Bellamy’s suffered a $500 million share plunge after falling Chinese interest. Its revised earnings forecast for FY17 was earnings before interest and tax (EBIT) to be $22-26 million compared to $54 million in FY16.
In January 2017 CEO Laura McBain was ousted amid leadership ructions between company directors and major shareholders. By the end of the month, McBain also resigned as a director of the company after Cameron had been linked to Black Prince Private Foundation.
Cameron then attempted to join the board and oust four existing members. While she failed, two of her associates Chan Wai-Chan and Rodd Peters were elected (Food & Drink Business 01/03/2017, 24/01/2017, 11/01/2017).
(Image source: New Zealand Government, Office of the Governor-General [CC BY]" target="_blank">New Zealand Government, Office of the Governor-General)