A former partner at one of New Zealand's largest accounting firms has admitted failing to disclose an interest when buying a million shares in a company just a day after it landed a mega deal with McDonald's.
Mark Stephen Talbot, a chartered accountant and partner at Deloitte New Zealand from 2014 to 2017, appeared in the High Court at Auckland this morning.
He pleaded guilty to one representative charge of failing to disclose a relevant interest under the Securities Markets Act. He also faces the rare charge of insider trading, but the Herald understands that charge will be withdrawn.
The 50-year-old's offending can now be revealed after court documents were released to the Herald.
Talbot was operating a "virtual" chief financial officer (CFO) service through his company Diablo Management Limited (Diablo).
He was appointed in 2011 as the "virtual CFO" of VMob Limited, an Auckland start-up technology firm which helps increase customer loyalty. The company also has offices in Sydney, San Francisco, Chicago, Singapore and London.
Talbot remained VMob's virtual CFO until July 2014 but was retained as an advisor.
In 2014 a massive contract - projected to be $4.8 million over three years - was floated with McDonald's in Japan, the largest market for the fast food behemoth outside the US.
VMob was one of a several companies invited to respond to the proposal, while McDonald's engaged Deloitte (New York) to manage the deal.
The firm had already secured similar contracts with McDonald's in Netherlands and Sweden and wanted to eventually enter the US market.
In May 2014, VMob staff presented its pitch to McDonald's, before later presenting the plan to its board, which Talbot attended.
VMob's chief operating officer Bob Drummond gave a further update to the VMob board in June, which Talbot again attended.
In July, however, Talbot indicated he wanted to purchase some VMob shares while the price was low.
He made a request to the board chairman to purchase the shares with MST Holdings, Talbot's investment company.
Then, on July 23, McDonald's granted VMob the contract - but it was yet to be announced to the market.
The very next day Talbot bought a million shares for $10,000.
Twenty-four hours later the board chairman, Phil Norman, responded to Talbot's request to purchases shares.
"I have discussed with Sean Joyce [VMob director and a securities lawyer] the requests you both have made to purchase shares while the price is low," the email read.
"While technically, the purchase window is still open until the end of August, you are both insiders and aware of the potential large deal with McDonald's in Japan. Given this deal has the potential to close within a couple of weeks, neither Sean nor I consider it is wise for you to purchase VMob shares until the outcome of the McDonald's Japan deal is determined and (if successful) announced to the market."
Talbot replied later that day: "Understood, thanks Phil."
He did not, however, disclose that he had purchased a million shares the previous day through Blumau Finance Limited, another investment company Talbot was the sole director of.
In August 2014, the head of eMarketing at McDonald's in Japan wrote to VMob officially confirming VMob had been awarded the contract and the deal was announced to the market on August 11.
On the last trading day prior to the announcement, VMob's share price closed at $0.012, while the day after the announcement it closed at $0.017.
Later in October, Blumau transferred its VMob shares to Talbot's United Kingdom-based father.
Talbot owns 1 per cent of the shares in Blumau, while a trust associated with him owns the remaining 99 per cent.
When the Financial Markets Authority (FMA) began investigating, Talbot said he didn't believe the McDonald's contract negotiations were an impediment to him purchasing shares because he was doing so for his father's benefit.
Blumau, Talbot said, was a vehicle through which he purchased shares in NZX listed companies for the benefit of his father.
Talbot, who has not appeared in court before, eventually filed the necessary disclosure notice after becoming aware of the FMA's inquiry and taking advice.
The FMA's investigation found he had failed to file disclosure for some eight purchases and sales of four million VMob shares during 2013 and 2014.
Talbot will be sentenced next month and faces a fine of up to $30,000.