ASIC has appointed Morgan Stanley Wealth Management Australia Pty Ltd (Morgan Stanley) to sell 2,061,343 ordinary shares (Sale Shares) in The Market Herald Limited (TMH).

The sale follows a decision by the Takeovers Panel (the Panel) to vest shares in the Commonwealth for sale by ASIC. As at 27 July 2023, the Sale Shares represent approximately 0.64% of TMH’s issued capital.

The sale process will follow the requirements specified in the Panel’s orders on 8 June 2023. Under the orders:

• Morgan Stanley will use the most appropriate sale method to secure the best available sale price for the Sale Shares that is reasonably available at that time and will dispose of the Sale Shares within six months from Morgan Stanley’s appointment;
• Mr David Brian Argyle, Mr Gavin Argyle, Mr Alec Pismiris, Ms Kasey Linney and Mr Eric Rosenal and their associates may not, directly or indirectly, acquire any of the Sale Shares; and

• Unless the Sale Shares are sold on market, prospective purchasers must provide a statutory declaration that they are not associated with Mr Gavin Argyle, Mr David Brian Argyle, Mr Alec Pismiris, Ms Kasey Linney and Mr Eric Rosenal or their associates.

Background

On 18 May 2023, the Panel made a declaration of unacceptable circumstances regarding - among other matters - the fact that the market had not been informed of the aggregate relevant interests in TMH shares held by Mr David Brian Argyle, Mr Gavin Argyle, Mr Alec Pismiris, Ms Kasey Linney and Mr Eric Rosenal (each a Relevant Party) with each other Relevant Party with whom they are associated.

The Panel also found that there were numerous contraventions of s671B of the Corporations Act in relation to TMH, and that the disclosure regarding the entitlement offer announced on 26 August 2022 and the disclosure regarding the entitlement offer announced on 24 January 2023 were deficient.

The Panel’s orders required that 1,974,019 TMH shares held by Mr Gavin Argyle (through GAB Superannuation Fund Pty Ltd (GAB)) and 87,324 TMH shares held by Mr David Argyle (directly or through Zero Nominees Pty Ltd) be vested in the Commonwealth for ASIC to sell. Under the orders, the shares are to be sold by an investment bank or broker and the proceeds to be accounted to GAB and Mr David Brian Argyle net of the costs, fees and expenses incurred by ASIC and the Commonwealth.

On 7 April 2020, ASIC entered into a stockbroking contract with Morgan Stanley for the provision of stockbroking services. As Morgan Stanley was able to provide ASIC with a statutory declaration that it was not aware of any conflicts of interest, it has been appointed to sell the Sale Shares under the contract.

Enquiries about the sale process should be directed to:

Jaimee Honter
Morgan Stanley Wealth Management
mswmacapitalmarkets@morganstanley.com