The FMA concluded that it is likely Pacific Edge failed to make timely disclosure of material information to the market after it entered into two overseas agreements in October 2013. Pacific Edge offered compensation to investors and willingness to undertake the compliance audit.
The FMA and PEB have agreed to resolve FMA's allegations in respect of the disclosure of the Relevant Agreements on the terms set out in this Deed.
As a result of the investigation and following engagement between the FMA and Pacific Edge, the FMA has issued a public warning to Pacific Edge and the NZX listed company will make a compensation payment of $500,000. This payment will be distributed to shareholders who sold shares during the period of delay between signing the agreements and making the announcement to NZX. The process for payment of compensation is set out in a Settlement Deed which has been agreed between the FMA and Pacific Edge. See media release.
Pacific Edge Diagnostics USA, a subsidiary of PEB, entered into agreements with three organisations based in the United States of America, FedMed, American's Choice Provider Network ("ACPN") and Stratose, under which each of those organisations agreed to provide access to their respective national provider network in the United States of America for PEB's CxBladder product (the "Relevant Agreements").
PEB disclosed to NZX Limited ("NZX") the signing of each Relevant Agreement some days after that Relevant Agreement was signed.
FMA considers that the failure to immediately disclose to NZX the signing of each Relevant Agreement contravened, or may have contravened, NZX Main Board Listing Rule 10.1.1 (a) and, accordingly, section 19B of the Securities Markets Act 1988 ("SMA").