An ongoing ASIC investigation into Padbury Mining Limited (Padbury) has led to an ASIC decision that restricts them from issuing a reduced content prospectus until 1 May 2015.

ASIC's decision means Padbury will not be able to rely on reduced disclosure rules if they want to raise funds from investors using a prospectus.

Under the law, a listed company can offer securities using a prospectus containing information relating only to the particular offer itself.

ASIC has the power to prevent a company from relying on these rules if they breach disclosure obligations designed to ensure material information is provided to investors on a continuous basis.

On 11 April 2014, Padbury made an announcement to the market entitled 'Oakajee Funding Secured'. ASIC found that Padbury breached continuous disclosure obligations by failing to disclose – when making the announcement – that before Padbury could gain access to any funding under the relevant agreement, Padbury was required to arrange for a bank to issue a demand guarantee to Superkite Pty Limited for $US94 million.

ASIC Commissioner John Price said, ‘A company’s ability to use reduced disclosure rules is predicated upon them meeting their ongoing disclosure obligations.

‘If this doesn’t happen, ASIC will intervene so that current and potential future shareholders are in a better position to assess a company’s prospects and financial position.’

ASIC’s broader investigation into issues relating to Padbury is ongoing. ASIC has no further comment on the investigation at this stage.

Background

Section 713 of the Corporations Act 2001 allows a company, in certain circumstances, to issue securities using a reduced content prospectus instead of a full prospectus.