Jennifer Joan Hutson, of Red Hill, Queensland, has been committed to stand trial on 29 charges after a committal hearing before the Brisbane Magistrates' Court.
The charges were brought by ASIC following an investigation into a 2015 takeover bid by G8 Education Limited (G8 Education), of which Ms Hutson was the former chair, for ASX-listed Affinity Education Group Limited (Affinity) (18-094MR).
Ms Hutson has been charged with:
- one charge of dishonestly failing to exercise her powers and discharge her duties as a director under section 184(1) of the Corporations Act (maximum sentence of imprisonment of five years);
- two charges of dishonest use of her position as a director under section 184(2) of the Corporations Act (maximum sentence of imprisonment of five years);
- nine charges of authorising the giving of false or misleading information to an operator of a financial market (maximum sentence of imprisonment of 5 years);
- two charges of attempting to pervert the course of justice under section 43 of the Crimes Act (maximum sentence of imprisonment of ten years); and
- fifteen charges of giving false or misleading information under section 64 of the ASIC Act (maximum sentence of imprisonment of two years).
ASIC's investigation included enquiries into alleged undisclosed arrangements between G8 Education and West Bridge Holdings Pty Ltd (West Bridge) for the acquisition of Affinity shares as part of the takeover bid.
The charges relate to Ms Hutson's involvement in West Bridge's acquisition of Affinity shares, her giving false information to (and attempting to mislead) ASIC as part of its investigation. Charges also include Ms Hutson's use of G8 Education funds, totalling $928,500, to acquire shares in ANZ Bank for Crossborder Investments Pty Ltd, a company which Ms Hutson is a director.
Ms Hutson's trial will be heard before the Queensland District Court at Brisbane on a date to be fixed.
The matter is being prosecuted by the Commonwealth Director of Public Prosecutions after a referral from ASIC.
Background
G8 Education is a childcare provider listed on the Australian Securities Exchange. Ms Hutson was a director and the chairperson of G8 Education until 15 October 2015.
In July 2015, G8 Education announced a takeover bid for Affinity after acquiring shares in that company up to the takeover threshold. Following that announcement, West Bridge acquired 11,300,000 Affinity shares between 13 and 28 July 2015.
On 5 October 2015, the Takeovers Panel made a declaration of unacceptable circumstances in relation to G8's takeover bid. As part of that declaration, the Panel found that there was an undisclosed association between G8 Education and West Bridge in the acquisition of Affinity shares.
