Jan Cameron guilty of misleading market by hiding Bellamy’s stake
Former Financial Review Rich Lister Jan Cameron has been found guilty of using an offshore corporate structure to hide that she controlled 14 million shares in organic baby formula company Bellamy’s Australia.
The Australian Securities and Investments Commission sued Cameron in February 2020 for her use of the Black Prince Private Foundation, an entity based in the Dutch Caribbean island of Curacao, a known tax haven.
The corporate watchdog accused Cameron, the founder of adventure brand Kathmandu and a keen environmentalist, of using the Black Prince to hide the fact she was controlling nearly 15 per cent of Bellamy’s and that she misled the market in her substantial shareholder notices to the Australian Securities Exchange in February 2017.
Jan Cameron holds paper in front of her on Thursday outside court. Peter Mathew
On Thursday, Hobart Magistrate’s Court Deputy Chief Magistrate Michael Daly found each of ASIC’s two criminal charges had been “proved beyond reasonable doubt”.
The magistrate found Ms Cameron, who was in the court for the judgment, knew from August 1, 2014, that she had an interest in Black Prince and failed to disclose that to Bellamy’s and the ASX as required. He also found that she submitted a misleading substantial shareholder notice on February 15, 2017.
“The omitted information was that the defendant had a relevant interest in Black Prince’s shareholding in [Bellamy’s] dating from August 2014 and that Black Prince was an associate of hers,” Magistrate Daly wrote in his reasons.
Ms Cameron previously pleaded not guilty in July 2020.
The judgment was delivered more than two years after the hearing which ran for two weeks through October and November 2021.
The case pitted Ms Cameron against her long-time former banker and friend Jon Adgemis, who was the star witness for the corporate regulator and KPMG’s former head of mergers and acquisitions.
Other witnesses for the Crown included former Bellamy’s chairman Rob Woolley and high-profile Melbourne stockbroker Hugh Robertson.
Mr Adgemis founded the Black Prince Private Foundation. It was set up in 2012 with help from his then lawyer Rodd Peters, and was later used by Ms Cameron when it became the largest shareholder in Bellamy’s Australia. Mr Adgemis also acted as an informal adviser to Black Prince.
The charges against Cameron came three years after ASIC started its investigation.
Ms Cameron’s private investment vehicle, Bicheno Investments, lent $23 million to Malaysian group LENGKAP. The $23 million came from a sale of Bellamy’s shares before the group’s initial public offering in July 2014. LENGKAP lent $14 million to Black Prince under certain terms which allowed Cameron to hold the interest in the shares.
The Australian Financial Review revealed in 2020 that Mr Adgemis claimed in a Caribbean court that Mr Peters had written those notes in this document that changed the controlling rights to Black Prince that held $185 million in proceeds from the sale of a stake in Bellamy’s.
Jan Cameron holds paper in front of her on Thursday outside court. Peter Mathew
The prosecution alleged in the case that Mr Adgemis and Mr Peters had together revived Black Prince to be the holder of the Bellamy’s shareholding.
ASIC wrote to Ms Cameron on January 25, 2017, asking her to explain the relationship between her and the Black Prince following a letter to shareholders titled Let’s Save Bellamy’s, amid a boardroom brawl for control of the baby formula company.
Former chairman, Mr Woolley, along with former chief executive Laura McBain, took Bellamy’s from a small family-run operation to a listed business that was valued at $1.4 billion in 2016 before it crashed following missteps in the China market.
Magistrate Daly said the distribution of the letter was “profoundly misleading”.
“I find that the defendant knew all of this information ... Ms Cameron was aware that her omissions from her [substantial shareholder notice] caused the representations in the notice to be misleading in a material respect.”
Following judgment, the case will return in March 2024 for sentencing and costs.
Introducing your Newsfeed
Follow the topics, people and companies that matter to you.
Find out moreRead More
Latest In Retail
Fetching latest articles