Jan Cameron sentenced for hiding $14 million shareholding in baby formula company

Jan Cameron was found guilty last year of “warehousing” millions of dollars in shares. (ABC News: Ebony Ten Broeke)

The founder of clothing giant Kathmandu, Jan Cameron, has been fined $8,000 and had a conviction recorded after being sentenced for hiding a $14 million shareholding in baby formula company Bellamy’s Organics.

The Australian and Securities and Investments Commission (ASIC) charged Cameron in 2020 with failing to give information about substantial holdings and making a false or misleading statement.

She pleaded not guilty in the Hobart Magistrates Court, but in December last year, Deputy Chief Magistrate Michael Daly found both charges proven beyond reasonable doubt.

During sentencing on Thursday, Mr Daly described Cameron’s offending as “serious”.

He said she had tried to “disguise” her substantial shareholding in Bellamy’s Organics in 2014, and then “held her ground” when she misled ASIC in 2017.

In weighing up her punishment, Mr Daly noted Cameron had no prior convictions, and that apart from the two instances of offending, she was a person of “the highest character” according to references tendered in court, including one from an unnamed senator.

Mr Daly also noted Cameron’s “philanthropic activity is prolific” and that the court case had been the subject of significant media attention.

Under such circumstances, he said it was an appropriate penalty to record a conviction and fine her $3,000 for the first offence and $5,000 for the second offence.

The conviction will automatically disqualify Cameron from managing a corporation for five years, which the court heard could also impact her role in several philanthropic endeavours.

Outside court, Cameron was asked how she felt.

“It could be worse, it could be better,” she said.

Complex offshore corporate structure

The charges against Cameron related to her undisclosed interest in a Dutch Caribbean entity known as Black Prince Private Foundation, which purchased $14 million worth of shares in Bellamy’s Organics in 2014.

Cameron was required to disclose her interest to both Bellamy’s Organics and the Australian Stock Exchange (ASX) within two days, but failed to do so.

The $14 million had been lent to Black Prince by a separate company based in Malaysia, known as LENGKAP, which was controlled by Cameron.

Under the terms of the loan agreement, Black Prince could not sell the Bellamy’s shares without LENGKAP’s approval.

In 2017, Cameron again failed to disclose her interest in a substantial shareholder notice, an omission Mr Daly previously described as “profoundly misleading” given she was “the ultimate beneficial owner” of Black Prince’s shares.

Prosecution pushes for conviction

During sentencing submissions, Commonwealth Director of Public Prosecutions lawyer Angus Macauley described Cameron’s actions as a “white collar offence”.

“This was all done premeditatedly, concertedly, to get something [done] that was proscribed by law, [putting in place] a very large and complex array of transactions as subterfuge,” Mr Macauley said.

“This is not something that occurred on the spur of the moment. It was premeditated and thought out.”

Mr Macauley urged the court to record a conviction.

“[The] proposition that no conviction be recorded … would be an error of this court,” he said.

“It would totally denude the purpose of general deterrence in this case.”

He said Cameron had been cognisant at the time of the fact she had an interest in the Black Prince.

“No person could think, ‘I do not need to disclose this’,” he said.

But Cameron’s defence lawyer Peter Bruckner disagreed.

“There was either a mistake or ignorance of law on part of the defendant and that that was not unreasonable because her own lawyers were taking the information that Black Prince was disclosing,” Mr Bruckner said.

Mr Daly said there was no evidence to support the defence’s proposition.

Following last year’s guilty verdict, Cameron lodged an appeal in the Supreme Court of Tasmania.

The Supreme Court is yet to rule on the appeal.