Eoin Malcolm Miller Johnson, a former director and chairman of NZX-listed Promisia Integrative Limited (PIL), has admitted to insider trading conduct and breaching a director’s disclosure obligations. He will pay $75,000, in lieu of a penalty, to the Financial Markets Authority (FMA).
For the next five years, Mr Johnson is barred from acting as a director, senior manager or consultant for a listed company or any entities regulated by the FMA.
Mr Johnson made the admissions and agreed to pay the sum as part of an Enforceable Undertaking given to the FMA. He will also resign from all directorships he has not already resigned from, except for his personal and family investment companies – Aratas Consulting Services Limited and Halland Investments Limited – which are not regulated by the FMA.
The sanctions, including admissions of breaching trading laws, payment in lieu of a penalty and management ban, mean that a court proceeding is unnecessary.
Mr Johnson committed the breaches between June and August 2016, shortly after he resigned as a director and the chairman of Promisia. As a former director and chairman, he possessed sensitive sales information, which had not been disclosed to the market, when he acquired more than 2.5 million shares for $45,950 in Promisia.
The inside information related to 2016 budgeted and actual monthly sales of Promisia’s key product, Arthrem, which is marketed as a natural dietary supplement for maintaining and supporting joint mobility.
When the announcement (600% Sales Increase for Promisia) was made to the NZX on 30 August 2016, Promisia’s shares increased nearly 27% in one day, the most significant shift in the company’s share price across 2015 and 2016.
Mr Johnson was prohibited from trading in Promisia shares while being an “information insider” and also failed to disclose his share acquisitions to the NZX.
He admitted that he knew, or ought to have known, that at the time of his trading, the Arthrem 2016 sales figures in his possession was material information not generally available to the market.
Mr Johnson was a director of Promisia for more than 13 years and chairman for three years.
Karen Chang, FMA Head of Enforcement, said: “Insider trading erodes investor confidence in our markets, and we will pursue appropriate enforcement action where we uncover misconduct. In this case, our regulatory objectives were to hold Mr Johnson to account for his actions and to deter similar conduct by others.
“We’ve achieved these objectives in an efficient way through public censure, payment in lieu of a penalty, resignation from other directorships, a management ban and admissions of insider trading. This outcome sees Mr Johnson appropriately punished for his misconduct without further expenditure of public resources.”
Promisia was not part of the FMA’s inquiry. The company cooperated fully with the FMA during its inquiry into Mr Johnson. The FMA inquiries followed a referral from NZX.