The Full Federal Court has dismissed ANZ’s appeal over a continuous disclosure breach during its 2015 institutional share placement. 

The decision solidifies an earlier judgement that ANZ was less than forthcoming about details of a $2.5 billion share placement - specifically, who exactly was picking up a big portion of those shares.

The original case, pursued by the Australian Securities and Investments Commission (ASIC), resulted in a $900,000 fine for ANZ. 

The Court found that the bank had failed to inform the Australian Securities Exchange (ASX) that between $754 million and $791 million worth of shares were not actually going to investors but were, instead, being snapped up by underwriters due to a lack of investor demand.

This detail did not appear during ANZ’s disclosures.

This omission, according to Justice Moshinsky’s October 2023 ruling, was material information that the market had a right to know. 

He accepted ASIC’s argument that disclosing the underwriters' substantial holding would have given investors a more accurate picture of the situation and possibly impacted ANZ’s share price.

“This is an important case that confirms how critical continuous disclosure is to maintain market integrity,” ASIC Chair Joe Longo said.

“ASIC will always defend the integrity of Australia’s markets.”

Along with the penalty, ANZ has also been ordered to pay ASIC’s legal costs.

When ANZ breached continuous disclosure laws in 2015, the maximum penalty for such an infraction stood at $1 million. 

However, since 2019, companies face penalties as high as $782.5 million, or 10 per cent of annual turnover.

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