Thank you for the report of misconduct you lodged with us on 6 April 2020 regarding Stanmore Coal. Please accept our apology for the delay in acknowledging receipt of your report.
Your concerns
You have raised concerns regarding the unsolicited unconditional on-market takeover bid by Golden Investments (Australia) Pte Ltd (Golden Investments) for all the shares in Stanmore Coal at $1.00 per share, announced on the ASX on 2 April 2020 (the Takeover Bid).
Specifically, you have raised concerns:
about trading in the Shares of Stanmore Coal in the period immediately after the announcement of the Takeover Bid. You have alleged that all buy and sell orders should have been purged prior to opening (on 2 April 2020);
shareholders of Stanmore Coal were not given sufficient time to consider the Takeover Bid;
that Stanmore Coal may have not complied with its continuous disclosure obligations regarding an approval from the Foreign Investment Review Board (FIRB). We note that on 19 December 2018, Golden Investments informed the market that it had fulfilled the FIRB condition in its bidder’s statement dated 19 November 2018 (which related to its off-market takeover bid for Stanmore Coal announced that day) (the FIRB Condition Fulfillment Announcement);
unidentified persons/entities may have engage in insider trading in the shares of Stanmore Coal in the opening auction on 2 April 2020;
that Golden Investments may have engaged in misleading or deceptive conduct by relying on a previous approval by FIRB (as announced in the FIRB Condition Fulfillment Announcement) for the current Takeover Bid; and
Mr Jimmy Sen Ming Lim may be conflicted as he is a director of both Stanmore Coal and Golden Investments.
Concerns relating to market integrity issues As stated above, you have raised concerns:
about trading in Stanmore Coal shares around the time of the Takeover Bid;
that Stanmore Coal may have breached its continuous disclosure obligations; and
that Golden Investments may have engaged in misleading or deceptive conduct,
all of which relate to market integrity.
ASIC conducts an assessment of every report of misconduct we receive. The issues you have raised about market integrity will receive careful consideration.
In selecting matters for regulatory action, we consider a range of factors, including whether the misconduct report suggests any breaches of the law we administer, whether we have sufficient grounds to suspect that a breach has occurred, and whether regulatory intervention would benefit the broader community beyond the affected individuals.
Please see Information Sheet 152 Public comment which sets out the limited circumstances when we will comment publicly on our activities. These limitations are intended to protect the confidentiality of information reported to ASIC and the integrity of ASIC’s investigation and enforcement activities. For matters involving our market supervision, we are aware that any public comment may affect trading in the market, and we are committed to a fair, orderly, and transparent market.
Accordingly, ASIC does not comment on operational matters, or our assessment of information in relation to markets matters, and we are unable to provide further details about what, if any, action we may or may not take in relation to the concerns you have raised about market integrity issues. We hope you can appreciate the reasons why we do not make such comment.
If you require any information on our role as a market supervisor, or enforcement action taken by ASIC, please visit ASIC’s website at www.asic.gov.au.
While we will not comment regarding our assessment of your concerns relating to market integrity issues, we will inform you of the outcome of our assessment of the allegation that shareholders of Stanmore Coal were not given sufficient time to consider the Takeover Board and further that Mr Lim may be conflicted.
Yours sincerely Name Redacted
Analyst, Misconduct & Breach Reporting Australian Securities and Investments Commission 120 Collins Street, Melbourne, 3000
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