The Court held that Rex breached its continuous disclosure obligations under s 674A by failing to notify ASX that it no longer had reasonable grounds to forecast positive operating profits for FY23, but the misleading or deceptive conduct claim under s 1041H was not established because ASIC did not prove the representation lacked reasonable grounds at the date it was made. Claims against non-executive directors (Sharp, Khotkar and Pan) for breach of s 180 duties were dismissed because ASIC failed to establish their actual knowledge of the matters undermining the profit forecast to the requisite standard, notwithstanding that they received various financial reports and were informed of deteriorating conditions — the Court distinguished between information that gave reason for concern and information sufficient to establish the knowledge required for a breach of duty. The executive chairman (Lim) admitted liability for involvement in the continuous disclosure breach and breach of s 180 duties, with penalties to be determined separately.
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