Following an ASIC Investigation, former directors of ASX-listed Continental Coal Limited (in Liquidation) (Continental Coal), Peter Neil Landau and Dr Ashley Paul D’Sylva, and company secretary, Jane Rosemary Flegg, have each been charged with breaching their duties as officers of the company. ASIC alleges that:
- On two occasions in February 2014, Mr Landau, Dr D’Sylva, and Ms Flegg used their positions dishonestly by authorising the transfer of a total of $915,000 to Celtic Capital Pty Ltd from Continental Coal’s account; and
- On a further 11 occasions between March and October 2014, Mr Landau and Ms Flegg used their positions dishonestly by authorising the transfer of a total of $2,132,000 to Mr Landau’s private company, OKAP Ventures Pty Ltd from Continental Coal’s account.
Mr Landau and Ms Flegg have also been charged with four counts of giving false information to the ASX and two counts of lodging a false document with ASIC.
Mr Landau, Dr D’Sylva and Ms Flegg appeared today in the Perth Magistrates Court on these charges, which were listed for first mention along with further charges laid earlier this year, against Mr Landau and Ms Flegg (refer: , Citation Resources director and OKAP Ventures company secretary charged with stealing and forgery). Those previous charges relate to another ASX-listed company Citation Resources Limited (Citation), of which Mr Landau is also a former director, and involve:
- 61 counts of stealing a total of over $2.2 million from Citation;
- One count of forgery; and
- One count of uttering a forged document.
The matter is being prosecuted by the Commonwealth Director of Public Prosecutions.
Continental Coal was a Perth-based mining and exploration company listed on the ASX with mining assets in South Africa held via a 74% shareholding that it had in a South African-registered entity, Continental Coal Limited South Africa (CCLSA).
In February 2014 Continental Coal raised $5 million in bridging finance through the issue of convertible notes to investors.
On 29 August 2014, Continental Coal released a prospectus for a rights issue, seeking to raise up to $35,176,172 from shareholders. On 27 November 2014 the company released a supplementary prospectus for the rights issue, stating that it had agreed to sell its holding in CCLSA to a third-party and was offering its shareholders a right to withdraw from the rights Issue. The sale to the third party did not eventuate and in May 2016, following an application by ASIC, the Federal Court ordered that the company be wound up.
The charges against Mr Landau and Ms Flegg relate to the alleged misuse of the bridging finance received from investors as well as the monies received from applicants for shares in the rights issue. The charges against Dr D’Sylva relate to the alleged misuse of the bridging finance money only.