Melbourne investment manager AD Capital has pulled out of its announced merger with Linchpin following court proceedings brought against the dealer group owner by ASIC.
In June, ifa reported that Linchpin Capital – parent company of non-bank licensees Beacon Group, Libertas Financial Planning and Risk and Investment Advisors Australia (RIAA) – was planning to merge with AD Capital and list on the ASX as a joint entity.
However, an AD Capital spokesperson has now confirmed that the fund manager has terminated its share sale agreement with Linchpin.
A statement to ifa said its decision to terminate the agreement with Linchpin was made “immediately after AD Capital became aware of the pending ASIC proceedings involving Linchpin and its related entities and officers concerning suspected breaches of the Corporations Act 2001”.
The statement said AD Capital was not aware of the ASIC investigation into Linchpin until it became public on 2 July 2018.
AD Capital chairman John Darling said, “Whilst this is a very disappointing outcome we remain optimistic as AD Capital will continue to identify and pursue suitable opportunities to maximise returns for its investors.”
ASIC announced on 2 July that it had commenced action against Linchpin in the Federal Court in Brisbane.
The proceedings relate to Linchpin and its subsidiary Endeavour Securities, which ASIC alleges operate a managed investment scheme – namely the ‘Investport Income Opportunity Fund’ – without holding a licence.
ASIC has also alleged that Linchpin used investor funds for its own purposes without disclosing that use to investors.
The corporate regulator obtained court orders against Linchpin on 30 July, restraining the firm from promoting or carrying on any financial services business in Australia, providing financial services advice, or dealing in and promoting financial products.
In an email to Linchpin’s staff and adviser network, executive director Peter Daly said there would be no adverse impact for the company’s financial advice subsidiaries.
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