FMA takes on rare insider trading prosecution over Pushpay shares sale

The Financial Markets Authority has filed proceedings against two people, who have both been granted interim name suppression until the first court appearance. Photo / File

New Zealand's financial markets watchdog has accused two people of insider trading over the sale of shares in the NZX and ASX-listed Pushpay.

The Financial Markets Authority (FMA) today said it has filed proceedings against two individuals, who have been granted interim name suppression until the first court appearance.

One of the people faces a criminal charge, filed in the Auckland District Court, and both face civil proceedings, filed in the High Court at Auckland.

Pushpay Holdings Limited, a donor management system for churches and charities operating in the US, announced co-founder and director Eliot Crowther had resigned and sold down his shareholding in the firm for about $100 million in June 2018.

The FMA alleges one of the accused "used this material inside information to advise or encourage another person to trade in the lead-up to the market announcement", and the other person was involved in the conduct.

Crowther's trading was legitimate and he is not a party to the proceedings, the FMA said.

The matter was referred to the FMA by NZX Regulation, the frontline regulator of the New Zealand stock market now called NZ RegCo, in July 2018.

The FMA said Pushpay, which has targeted US churches with technology that makes it easier for congregations to make donations and has offices in Auckland, Seattle and Colorado Springs, has cooperated and has not been the subject of its investigation. The company is also not a party to any legal proceeding.

Pushpay's chairman Graham Shaw said in an announcement to the NZX this morning the company supports the FMA's commitment to the integrity of the capital markets in New Zealand.

"We take seriously our responsibilities as a listed company, and our values, ethics and integrity as a company are at the heart of our business practices," he said.

Pushpay's chief executive officer Molly Matthews added: "Pushpay has in place robust policies, procedures and training in relation to share trading in Pushpay shares. As a listed company we take our market responsibilities seriously and seek to ensure that all of our teams and individuals are aware of and understand their obligations under insider trading laws."

Insider trading cases in New Zealand are rare and in 2018 the first insider trading trial in New Zealand's legal history ended with Hamish Sansom, a former executive of transport and technology company Eroad, being found not guilty.

His acquittal came at a retrial after the first trial ended in a hung jury.

Sansom was charged by the FMA after selling 15,000 Eroad shares for about $50,000 just days before its stock price plummeted.

He sold his shares two days after he received texts from Eroad's former insights and analytics manager Jeffrey Peter Honey.

Honey, who was hired at Eroad by Sansom after the pair grew friendly while working at Vodafone, was convicted and sentenced to six months' home detention for his part in the scandal in 2017.

The Financial Markets Conduct Act prohibits people who hold material information about an issuer not generally available to the market from trading with that information, disclosing it in certain circumstances, and advising or encouraging other individuals to trade the issuer's shares.

Criminal insider trading can be punishable in New Zealand with a prison term of up to five years, a maximum fine of $500,000, or both for individuals. Civil proceedings can include a pecuniary penalty not exceeding the greatest of the consideration for the relevant transaction, three times the amount of the gain made or the loss avoided, and $1m in the case of an individual or $5m in any other case.