18th September 2018

Regulator commences proceedings against ANZ for alleged continuous disclosure breach

The Australian Securities and Investments Commission (ASIC) has commenced civil penalty proceedings in the Federal Court of Australia against Australia and New Zealand Banking Group Limited (ANZ) for an alleged continuous disclosure breach in relation to a $2.5bn institutional share placement undertaken by the ANZ in 2015:

• On 6 August 2015, ANZ issued a release to the Australian Securities Exchange (the ASX) entitled: “ANZ announces Institutional Placement (fully underwritten) and share Purchase Plan to raise a total of $3 billion."
• On 7 August 2015, ANZ issued a release to the ASX in respect of the placement stating among other things, “ANZ today announced that it had raised $2.5 billion in new equity capital through the placement of approximately 80.8 million ANZ ordinary shares at the price of $30.95 per share”.

The ASIC alleges that ANZ contravened s.674(2) of the Corporations Act by failing to notify the ASX that approximately $791m of the $2.5bn of ANZ shares offered in the Placement was to be acquired by its underwriters rather than placed with investors.

ASIC is seeking a declaration that ANZ breached its continuous disclosure obligations and a pecuniary penalty order. The proceedings are to be listed for a case management hearing in the Federal Court in Melbourne on a date to be fixed. ASIC will be making no further comment at this time.