Former SPC Global chairman, Dr Hussein Rifai, has rejected the company’s $4.5 million Supreme Court claim, saying the transactions being challenged were made when SPC was a privately owned company and calling for the full documentary record to be put before the court.
SPC Global Holdings announced on 1 September that it had filed proceedings in the Supreme Court of Victoria against Rifai, former director Andrew Cohen and Perpetuity Capital Advisory, alleging historical breaches of directors’ duties and other obligations and seeking recovery of more than $4.5 million. The company said the claims relate to expenditure, reimbursement and related-party arrangements, including the historical sale and leaseback of its Shepparton site, and that it proposes to combine the action with the proceeding it filed in the County Court of Victoria in July.
The allegations are untested and will be determined by the court. SPC Global has said the matters concern historical conduct and do not involve any current member of its board or leadership team.
In a statement issued the same day, Rifai said historical transactions were being presented without the commercial and ownership context in which they occurred. At the time, he said, SPC was privately owned, its directors were also shareholders, and he and Cohen were the majority shareholders.
“This was not a public company with directors dealing with somebody else’s capital,” Rifai said.
“We were the owners. We had invested our own capital, carried the commercial risk and made commercial decisions concerning a business that we owned.”
“The allegations now being made go back as far as 2021. SPC was then a private business, not the ASX-listed company that exists today.”
“What SPC is attempting to do is take transactions undertaken years ago by the owners of a private company, remove the ownership and commercial context, and retrospectively portray selected transactions as though they occurred inside today’s ASX-listed company. They did not.”
Audit and advisory records
Rifai said SPC was subject to annual independent audits because of its size and received unqualified audit opinions each year.
“These were not transactions taking place in an undocumented operation without external financial oversight.”
“If SPC now says transactions going back to 2021 were improper, then put the complete accounting records, audit records, approvals and surrounding documentation before the Court.”
He said Perpetuity Capital had an advisory engagement with SPC dating from September 2020 and worked on corporate transactions for the company over several years. Gross payments made to Perpetuity should not be characterised as personal payments to him without examining where the funds ultimately went, he said.
“Perpetuity was an adviser to SPC. Money received by Perpetuity included amounts subsequently paid to advisers, consultants and others who worked on those transactions.”
“Produce the engagement, invoices, bank records and approvals. Identify who was paid, what they did and what they received. Follow the money all the way through.”
Settlement offer and jurisdiction
Rifai said SPC had previously been offered a substantial commercial settlement, without any admission of liability or wrongdoing, to resolve the earlier dispute over historical expenses and avoid further legal costs. He said SPC rejected the proposal and continued the litigation through Gilbert + Tobin, and that the earlier proceeding included an expense claim against him of less than $60,000.
He said the County Court of Victoria subsequently raised a jurisdictional issue concerning aspects of the case, and that three days before SPC announced the Supreme Court proceeding the court required the parties to address whether SPC would amend its claim, seek a transfer to the Supreme Court, or contend the County Court had jurisdiction.
“This was not an objection invented by us. The County Court itself raised the problem.”
“Three days later, SPC announced a new Supreme Court proceeding exceeding $4.5 million and its intention to combine the proceedings. That chronology deserves scrutiny.”
Cost to shareholders
Rifai said the fundamental difference now is that SPC is an ASX-listed company, and the litigation is being funded by public shareholders. SPC Global relisted on the ASX in December 2024 following the merger of SPC, The Original Juice Company and Nature One Dairy, and completed a $100 million equity raising in June to cut debt.
“Today, SPC’s board is using the money of public shareholders to challenge those historical decisions.
“The board is entitled to bring a case if it genuinely believes there is one. But shareholders are equally entitled to know what the litigation is costing them and whether the economics make sense.”
Rifai called on SPC to disclose the legal costs already incurred, future expenditure budgeted, potential adverse-cost exposure and realistic net recovery if the proceedings succeed.
“If the board believes this litigation represents a sensible commercial investment for shareholders, there should be no difficulty disclosing its economics.”
Access to records
Rifai said his lawyers are seeking SPC records relevant to the allegations. Since leaving the company he no longer has access to his former SPC email account, and many historical records remain within company systems. The documents sought include appointment records, corporate credit card and travel records, expense documentation, invoices, payment records and governance policies and procedures.
“If the current board wants transactions going back to 2021 examined, I welcome the examination.”
“Produce Perpetuity’s advisory engagement dating back to 2020. Produce the invoices, bank records, approvals, correspondence, expense records, board papers, policies, accounting records and audit records.”
“Follow every dollar. Put the entire history before the Court.”
“What I reject is taking selected historical transactions, removing their commercial and ownership context, and presenting individual payments as though they tell the whole story. They do not.”
Rifai said he and the other defendants intend to vigorously defend the new proceedings and are awaiting formal service so the pleaded allegations can be reviewed in full. He joined SPC as executive chairman in 2019 following its acquisition from Coca-Cola Amatil by Shepparton Partners Collective, chaired the company through its merger and operating model reset, and resigned from the board in November 2025.
SPC Global was contacted for comment.
