The Federal Court has ordered MG Responsible Entity Limited (MGRE) to pay a penalty of $650,000 for contravening its continuous disclosure obligations, and also pay ASIC's legal costs.
The court found that MGRE contravened its disclosure obligations under section 674(2) of the Corporations Acton and from 22 March 2016, continuing until 27 April 2016 by failing to notify the ASX that circumstances had arisen a consequence of which was that, Murray Goulburn Co-operative Co. Limited (MG) was unlikely to achieve the forecast:
- Available Weighted Average Southern Milk Region Farmgate Milk Price for the financial year ending 30 June 2016 of $5.60 per kilogram of milk solids; and
- Full-year net profit after tax for the financial year ending 30 June 2016 of approximately $63 million,
as stated by MG and MGRE in their ASX announcements dated 29 February 2016 entitled 'Murray Goulburn – Half Year Financial Results News Release' and 'Murray Goulburn – Half Year Financial Results Presentation.'
ASIC issued proceedings against MGRE on 16 November 2017. MGRE admitted the contravention in a Statement of Agreed Facts and Admissions and the parties filed joint submissions for a declaration and a civil penalty to be imposed (refer: 17-386MR).
In handing down her judgment on Friday 15 December 2017, the Hon Justice Davies said, 'The penalty is towards the higher end of the statutory maximum but a penalty towards the higher end is warranted, reflecting the gravity of the contravention, the market impact and prejudice caused by the contravention, the involvement of the senior level of management in the contravention and failure of governance, and the inadequacy of MGRE's compliance policies at the time and the duration of the contravention.'
ASIC will also issue to MGRE, in accordance with terms of settlement, an order to recover a contribution towards ASIC's investigation expenses of $50,000 under s91 of the ASIC Act.
ASIC Commissioner Cathie Armour said, 'If an entity has previously given a profit forecast to the market and that subsequently changes causing its profit forecast to differ from that guidance by a material amount, it is crucial to inform the market immediately in order that investors are apprised with up-to-date information.'
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Background
MG Unit Trust was officially admitted to the official list of the ASX on 3 July 2015.
MG Unit Trust is a special purpose funding vehicle that was established by Murray Goulburn. The MG Unit Trust issues Units to external investors. MGRE is a wholly-owned subsidiary of MG and the responsible entity of the MG Unit Trust.