Veritas Investments has been publicly censured and fined $55,000 plus costs by the NZ Markets Disciplinary Tribunal for failing to immediately disclose to the market that it had agreed to sell or close its Nosh business as a condition of continued support from its bank.
The censure relates to an announcement in September 2016 by Veritas that ANZ Bank New Zealand had agreed to renew its banking facilities, rescheduling its debt obligations and reducing its debt repayments. Veritas failed to disclose that to retain ANZ's support it had agreed either to provide the bank by January 15 this year with an unconditional contract to sell Nosh or failing that, evidence it had closed the high-end supermarket chain by March 31.
Veritas eventually disclosed the undertakings on December 14 last year "following engagement by NZX Regulation". In the event, it agreed to sell Nosh to Gosh Holding for $3.98 million last February but ended up in dispute with Gosh over breaches of the sale agreement. It had taken on a $5m funding line from ANZ to buy Nosh in 2014 but struggled to turn it into a profitable business.
NZX said Veritas has accepted its view that it breached disclosure rules by failing to immediately disclose material information to the market. The regulator said it took into account that Veritas had taken legal advice and considered its obligations under the continuous disclosure rules before electing to withhold the undertakings.
"The tribunal notes that while obtaining and relying on legal advice may be a factor in mitigating the penalty, ultimately it is a matter for boards to exercise their own commercial judgement based on their knowledge of the issuer and its business to determine whether information is material information and whether disclosure is required," it said in a statement.
