ASIC Sues Nuix, Directors Over Alleged Misleading Statements
The Australian Securities and Investments Commission (ASIC) has initiated legal proceedings against Nuix Limited and several of its directors. The regulator alleges breaches of continuous disclosure obligations, misleading statements, and failures in directors' duties.
ASIC is seeking declarations, pecuniary penalties, and disqualification orders from the Federal Court. The investigation found that Nuix made misleading or deceptive statements when reaffirming its Prospectus financial year 2021 forecasts for statutory revenue and ACV in announcements to the ASX on 26 February 2021 and 8 March 2021. Nuix failed to disclose its first half financial year 2021 ACV result from 18 January 2021 until 26 February 2021, breaching its continuous disclosure obligations. Despite being aware that ACV for financial year 2021 was likely to be materially below forecast, Nuix did not make a corrective disclosure or announce a downgrade.
ASIC alleges that Nuix's directors, including Jeffrey Bleich, Rodney Vawdrey, Susan Thomas, Daniel Phillips, and Sir Iain Lobban, breached their duties. They failed to prevent Nuix from making misleading statements and breaching its disclosure obligations. ASIC has commenced proceedings against Nuix Limited and these directors. Nuix shares totalling $1.2 billion were traded during the period of the contraventions alleged by ASIC.
ASIC's investigation into suspected insider trading in relation to Nuix shares in 2021 has concluded, with no further action to be taken. However, the regulator's ongoing concerns about Nuix's conduct and its directors' duties have led to these legal proceedings. The outcome of these proceedings will have significant implications for Nuix and its directors.
