On 15 July 2021, the New South Wales Supreme Court ordered that Semantic Software Asia Pacific Limited (Semantic) be wound up on just and equitable grounds, and that liquidators be appointed. The Court orders were made with the consent of all parties.
On 28 June 2021, the Court made orders preserving Semantic’s assets and restraining Semantic, director Mr Duncan Mount and former director Mr Mark Bradley from receiving or soliciting funds from investors and from advertising, promoting, or marketing fundraising for Semantic. The Court noted that material provided to Semantic shareholders failed to disclose that Semantic did not have sufficient assets available to meet share buy-back guarantees and that investor funds had been transferred from Semantic’s bank account to Mr Mount’s personal account.
On 24 June 2021, ASIC filed an application to the New South Wales Supreme Court seeking orders, which included the appointment of provisional liquidators of Semantic (21-147MR). ASIC alleged Semantic;
- was unlawfully dealing with investor funds;
- was not being properly managed;
- was insolvent or likely to become insolvent;
- had issued shares without compliance with the Corporations Act;
- had issued shares to investors with a share buy-back guarantee in circumstances where the company did not have sufficient funds to meet that obligation; and
- had entered into related party transactions with Mr Mark Bradley (a former Semantic director who is a bankrupt) without shareholder approval.
The appointed liquidators are Andrew Scott and Martin Ford of PriceWaterhouseCoopers.
ASIC’s investigation into Semantic is continuing. Any person who has concerns regarding their investment in Semantic can contact ASIC via email at semantic.investor@asic.gov.au.
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The 15 July orders will be added to this release once published by the Court.
Background
Semantic is an artificial intelligence development company that is based in North Sydney.
ASIC's website has further information on the liquidation process and what it means for shareholders and creditors, including this insolvency webpage.