Ms Janet Heather Cameron, of Hobart, Tasmania, has been found guilty in the Hobart Magistrates Court of one count of failing to lodge a substantial holder notice regarding her interests in Bellamy’s Australia Limited (Bellamy’s) and one count of making a false and or misleading statement.

The Court found that in August 2014, Ms Cameron failed to disclose her, and her associates, relevant interest in the Black Prince Private Foundation which owned 14 million Bellamy’s shares.

The Court also found that Ms Cameron made a misleading statement in a Notice of Initial Substantial Holder (SHN) lodged with Bellamy’s and submitted to ASIC in February 2017 by failing to properly disclose the true nature of her relationship with Black Prince and the details of her interest in the 14 million Bellamy’s shares. These failures were contrary to disclosure obligations required under the Corporations Act.

ASIC Deputy Chair Sarah Court said, ‘ASIC’s action against Ms Cameron sends a clear message to substantial shareholders on the importance of disclosure. The disclosure obligations ensure that people fully disclose their control in listed securities, which is an essential aspect of keeping our financial markets transparent.’

Magistrate Daly said Cameron lodged her SHN ‘knowing that it omitted to disclose her relevant interest in Black Prince’s shareholding in Bellamy’s, as a result of which the SHN was, to the defendant’s knowledge, misleading in material respect.’

Magistrate Daly further noted, ‘I infer that the defendant knew that if her SHN did not contain that information within it, her notice would be misleading in a material respect and that it would obscure the true position from ASIC and the market. I find beyond reasonable doubt that the defendant intentionally omitted the information from the notice.’

Ms Cameron will appear for a sentencing hearing on 28 March 2024.

The matter was prosecuted by the Commonwealth Director of Public Prosecutions after a referral from ASIC. Ms Cameron was charged in 2019 following an investigation by ASIC (20-033MR).

Background

Bellamy’s is a Launceston-based producer of organic food and formula products for babies and young children. Ms Cameron was a director of Bellamy’s between May 2007 and May 2011 as well as between March 2013 and June 2014.

On 1 August 2014, Bellamy’s listed on the ASX following an initial public offering.

On 6 August 2014, Black Prince lodged a notice with ASX of initial substantial holding disclosing that it held 14 million Bellamy’s shares. The holding represented 14.74% of the issued capital in Bellamy’s.

Under section 671B of the Corporations Act, a person must, if they begin to have a holding of shares in a listed company that results in 5% or more of voting power, lodge a substantial holder notice with the company and the relevant market operator (in this case, the ASX).

The maximum penalty applying in August 2014 for failing to lodge a substantial holder notice was six months’ imprisonment or a $4,250 penalty or both.

Under section 1308(2) of the Corporations Act, a person must not make a false or misleading statement in a document lodged with ASIC. The maximum penalty faced by Ms Cameron for this offence is 12 months imprisonment or a penalty of $10,800 or both.

On 24 December 2019, Bellamy’s was removed from the Official List of the ASX following implementation of a scheme of arrangement in connection with the acquisition of all the issued capital of Bellamy’s by a wholly-owned subsidiary of China Mengniu Dairy Company Ltd.

Editor's note 1:

On 21 December 2023, Ms Cameron appealed the Magistrates’ Court Decision to the Supreme Court of Tasmania.

Editor's note 2: 

The Magistrates Court matter is listed for mention on 4 March 2024.