ASIC recently announced it had been successful in its appeal against a Federal Court decision that had originally dismissed ASIC’s assertions that Wellington acted inappropriately in distributing shares rather than cash from the PIF.
ASIC said it is now “seeking declarations of contravention by Wellington and injunctions preventing Wellington from putting the five resolutions contained in the Notice of Meeting and Explanatory Memorandum dated 6 May 2013 to unit holders of the PIF on 14 June 2013, or otherwise taking any steps to carry out or implement the resolutions.”
PIF custodian Perpetual Nominees and Asset Resolution Limited (ARL) are also named as defendants in proceedings, with unit holders seeking approval for the sale of certain assets of the PIF to ARL.
ASIC said it is concerned that the resolutions would involve a winding up of the PIF, which it said would not be in accordance with the Corporations Act or the PIF constitution.
The regulator also raised concerns that one of the resolutions, seeking to implement a compulsory buy-back of all issued units of the PIF in exchange for shares in ARL, required Wellington to issue a prospectus. Wellington did not issue a prospectus in relation to the resolution.
Disclosure in the Notice of Meeting and Explanatory Memorandum and the Supplementary Explanatory Memorandum dated 1 June 2013, as well as media releases issued by Wellington, are misleading, according to ASIC.
The matter has been listed for a hearing on interlocutory relief on 12 June 2013, ASIC stated.
