A former director in previously ASX-listed Bellamy’s Australia Ltd (ASX: BAL) is facing criminal charges for failing to disclose holdings in the company.
Jan Cameron, who was a director of Bellamy’s between May 2007 and May 2011, has been charged by ASIC for failing to disclose her interests in Bellamy’s and lodging a misleading substantial holder notice.
Cameron made her fortune as the founder of Kathmandu Holdings Ltd (ASX: KMD), an outdoor clothing and equipment company. She was a shareholder in Bellamy’s until it was sold to China Mengnui Dairy Company last year. In 2017, Cameron used The Black Prince Foundation to successfully roll the Bellamy’s board after the company almost collapsed in 2016.
ASIC alleges that around 1 August 2014, when Bellamy’s became a listed company, Cameron began to have a substantial holding in Bellamy’s. Cameron is alleged to have had a holding of 14 million shares in Bellamy’s through her own holdings and those of her associate, The Black Prince Foundation. This holding represented 14.74% of Bellamy’s total issued capital. ASIC alleges that Cameron failed to disclose the interest as required under the Corporations Act on or about 5 August 2014.
ASIC further alleges that on or around 15 February 2017, Cameron lodged an initial substantial holder notice with Bellamy’s that was misleading. This was because the notice failed to properly disclose her true and complete relationship with The Black Prince Foundation and the basis on which she had an interest in 14 million Bellamy’s shares.
The Black Prince Foundation is domiciled in Curaçao, a Dutch Caribbean Island known as a tax haven. Cameron has previously denied links to The Black Prince Foundation, telling the Australian Financial Review she didn’t have “any connection” with the entity. Cameron’s connection was ultimately revealed in 2017 when a tracing notice revealed Cameron and her lawyer were directors and shareholders of The Black Prince Foundation.
What are the charges?
Cameron has been charged with breaching sections 671B(1) and 1308(2) of the Corporations Act. The matter is being prosecuted by the Commonwealth Director of Public Prosecutions with the charges listed for a mention hearing in the Hobart Magistrates’ Court in March.
Section 671B of the Corporations Act requires a person to lodge a substantial holder notice with a listed company and the ASX where they hold shares that gives them 5% or more of voting power. A failure to do so can result in up to 6 months in prison or a fine of 25 penalty units (around $5000), or both.
Section 1308(2) of the Corporations Act provides that a person must not make a false or misleading statement in a document required by the Corporations Act or which is lodged with ASIC. The maximum penalty for breaching this section is five years in prison or a fine of 200 penalty units (around $42,000) or both.