FMA reports on Wynyard investigation
20 November 2018
The Financial Markets Authority (FMA) today published the findings of its investigation into Wynyard Group Limited’s (Wynyard) compliance with continuous disclosure and fair dealing obligations.
Following Wynyard’s failure in October 2016, the FMA and NZX undertook an investigation into the conduct of the company and its directors.
Based on our investigation:
• the FMA does not consider
that any individuals contravened the Financial Markets
Conduct Act 2013 (FMC Act)
• the FMA has concerns regarding the quality of some of Wynyard's announcements, but it is not clear to us that we could establish a breach of the fair dealing provisions
• the FMA does continue to have concerns that Wynyard may have contravened its continuous disclosure obligation in late September 2016.
Despite the FMA’s views on the potential contravention of disclosure obligations, the FMA has decided not to pursue enforcement action against the company. Wynyard is now in liquidation and its shares no longer trade therefore there is no reasonable prospect of recovery for investors.
Garth Stanish, FMA Director of Capital Markets said, “The report aims to provide transparency about our processes and consideration of this matter, and educate other issuers as to the standards the FMA expects.
“In this case, the FMA is not confident the board rigorously tested whether they were in possession of material information that required disclosure.”
“Disclosure is a priority area for the FMA. This is why we supported the extension of the continuous disclosure obligation to cover information that a director or manager ‘ought to have known’.”
The report also contains recommendations for early stage issuers and their advisers.