ASIC has restricted TBG Diagnostics Limited (ACN 010 975 612, ASX:TDL) (TDL) from eligibility to use transaction-specific disclosure until 11 March 2022.
The decision means TDL will not be able to rely on the reduced-disclosure rules allowing for a reduced-content prospectus and instead must issue a full prospectus if it wishes to raise funds from investors.
ASIC’s decision was based on TDL’s failure to lodge a financial report, directors’ report and auditor’s report for the company’s financial year, which ended 31 December 2019, within 3 months after the end of that financial year, as required by the Corporations Act.
TDL paid the late lodgement fee to ASIC and lodged the reports on 12 June 2020.
ASIC considers the ability to use transaction-specific disclosure a privilege, one dependent on compliance with other aspects of the law including a company meeting its financial reporting obligations.
TDL has the right to appeal to the Administrative Appeals Tribunal for a review of ASIC’s decision.
Under the law, a listed company can offer securities using a reduced content prospectus containing information relating only to the particular offer itself. ASIC has the power to prevent a company from relying on these rules if the company breaches its continuous disclosure or financial reporting obligations.
Where a company fails to comply with its financial reporting obligations and/or continuous disclosure obligations in a full, accurate and timely manner, ASIC will intervene to ensure that retail investors are protected. In such circumstances, subsequent fundraisings should occur only with the benefit of a full prospectus so that there is adequate disclosure of a company’s prospects and financial position.
TDL is an ASX-listed biotechnology company involved in the development, manufacture and marketing of molecular diagnostic kits, instruments and services.
ASX’s enquiries in relation to TDL, as announced to the market on 19 March 2020 and 3 March 2021, are continuing. TDL’s shares have been suspended from trading since 19 March 2020.