Australian Securities and Investments Commission v Noumi Limited (No 4) [2024] FCA 1192

Australian Securities and Investments Commission v Noumi Limited (No 4) [2024] FCA 1192

Mr Nicholas, as Chief Financial Officer and Disclosure Officer of FFG (now Noumi Limited), knowingly failed to disclose material inventory and revenue information to the ASX in contravention of the continuous disclosure regime, did not exercise reasonable care and diligence as required, and provided materially misleading information to the Board and auditors. These breaches were admitted, serious, and materially prejudiced shareholders, justifying declarations, civil penalties, disqualification, and costs orders against him.

Parties
Plaintiff: Australian Securities and Investments Commission; First Defendant: Noumi Limited ACN 002 814 235; Second Defendant: Rory Macleod; Third Defendant: Campbell Nicholas
Jurisdiction
Australia
Judgment Date
17 October 2024
Procedural Posture
Civil Penalty Proceeding / Final Judgment and Orders
Outcome
Declarations of contravention, pecuniary penalty, disqualification order, and costs orders made against the third defendant (Campbell Nicholas).
Legal Topics
Continuous Disclosure, Director and Officer Duties, Financial Reporting, Civil Penalties, Disqualification Orders
Corporations Law Commercial Law Continuous Disclosure Director and Officer Duties Financial Reporting Civil Penalties Disqualification Orders

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Parties

Australian Securities and Investments Commission

Plaintiff

Noumi Limited ACN 002 814 235

First Defendant

Rory Macleod

Second Defendant

Campbell Nicholas

Third Defendant

Procedural Posture

Civil Penalty Proceeding / Final Judgment and Orders

Legal Issues

  1. 1 Did the third defendant, Campbell Nicholas, contravene the continuous disclosure obligations under s 674(2A) of the Corporations Act 2001 (Cth)?
  2. 2 Did Nicholas breach his duty of care and diligence under s 180(1) of the Corporations Act as Chief Financial Officer and Company Secretary?
  3. 3 Did Nicholas provide false or misleading financial information to the Board and auditors in breach of s 1309(2) and s 1309(12)?

Ratio Decidendi

Mr Nicholas, as Chief Financial Officer and Disclosure Officer of FFG (now Noumi Limited), knowingly failed to disclose material inventory and revenue information to the ASX in contravention of the continuous disclosure regime, did not exercise reasonable care and diligence as required, and provided materially misleading information to the Board and auditors. These breaches were admitted, serious, and materially prejudiced shareholders, justifying declarations, civil penalties, disqualification, and costs orders against him.

Court Disposition

Declarations of contravention, pecuniary penalty, disqualification order, and costs orders made against the third defendant (Campbell Nicholas).

Orders

  • Declaration that Campbell Nicholas contravened ss 674(2A), 180(1), 1309(2), and 1309(12) of the Corporations Act 2001 (Cth).
  • Campbell Nicholas to pay pecuniary penalty of $100,000 to the Commonwealth of Australia.