Former Bellamy’s director Jan Cameron used a complex web of companies to quietly control a 14.74 per cent stake in the baby formula giant, Hobart Magistrate’s Court has heard.
- Former Bellamy’s director Jan Cameron is facing two criminal charges laid by ASIC
- The prosecution alleges the Kathmandu founder engaged in “share-warehousing”
- Ms Cameron has pleaded not guilty to both charges
Ms Cameron, the millionaire businesswoman who also founded Kathmandu, has appeared in court for the first day of her hearing into criminal charges laid by the Australian Securities Investment Commission (ASIC).
Ms Cameron is facing charges of failing to disclose information in respect of a substantial holding in a company, alleged to have occurred in 2014, and allegedly making a false or misleading statement in a document lodged with ASIC in 2017.
Hundreds of documents were tendered to the court on Tuesday morning, with five witnesses due to be called for the prosecution over the course of the hearing.
The securities watchdog alleges that in 2014, Ms Cameron failed to disclose her or her associates’ holding of 14 million shares in ASX-listed Bellamy’s, through an entity known as the Black Prince Private Foundation.
The prosecution told the court that Ms Cameron engaged in “share-warehousing,” or holding an interest in a company through entities or other arrangements without their name being directly linked to the holding.
The prosecution made submissions that information must be disclosed to the relevant listed company, in this case Bellamy’s, and the Australian Securities Exchange (ASX) when a person or their associate begins holding more than 5 per cent of the company’s shares.
The court heard Bellamy’s was listed on the ASX on August 1, 2014, and the Black Prince Private Foundation was its largest shareholder, with 14.74 per cent of the company.
Despite rules that substantial shareholdings be disclosed within two business days, ASIC alleges Ms Cameron did not make any such disclosure.
The prosecution told the court that in the lead up to the company’s listing, Ms Cameron decided to step down as a director of Bellamy’s — which was then known as Tasmanian Pure Foods — and sell her shareholding.
The court heard Ms Cameron’s entity, Bicheno Investments, then provided $23 million from the proceeds of the sale to a company established in Malaysia — LENGKAP — and that LENGKAP was subsequently being controlled by Ms Cameron.
LENGKAP then allegedly gave $14 million to the Black Prince Private Foundation to acquire 14 million Bellamy’s shares — or 14.74 per cent of the company, which was also bound to act as directed by LENGKAP — the company allegedly being controlled by Ms Cameron.
Prosecution will allege a misleading statement was made to ASIC
The second charge relates to a document filed with ASIC in February 2017, which ASIC alleges omitted relevant information about Ms Cameron’s interests in Bellamy’s and was therefore misleading.
The court heard that the document was lodged in the context of a falling company share price and looming extraordinary general meeting called by the largest shareholder — Black Prince Private Foundation — in which Ms Cameron allegedly attempted to gain a seat in the board.
Ms Cameron long denied connections to the Black Prince Private Foundation.
The prosecution will allege Ms Cameron was aware of her link to the Foundation and failed to provide that information in the document.
Ms Cameron has pleaded not guilty to both charges, and the hearing is due to run into November.