The Financial Markets Authority – Te Mana Tātai Hokohoko – has issued a warning to Evco Pacific Limited (EVCO) for failing to make the proper disclosure requirements under the Financial Markets Conduct Act 2013 (FMCA). The warning also applies to EVCO’s current director, Neville Montefiore, and former directors Roger MacDonald and Christopher Nathan.
In the FMA’s view, EVCO and its directors breached the FMCA by failing to provide the required disclosure to investors about an offer of shares in EVCO by its parent company EVCO International Limited during the period 27 November 2017 through to 26 March 2019. The FMA began looking into the issue after receiving a complaint from an investor.
Offerors of financial products, such as shares in a company, are required under Part 3 of the FMCA to prepare and lodge a product disclosure statement with the Registrar of Companies so potential investors can make an informed decision about the offer. EVCO or its directors did not undertake these requirements.
FMA Executive Director of Response and Enforcement, Louise Unger, said: “The purpose of the disclosure requirements is to ensure members of the public can make investment decisions with full information. The investors’ ability to make informed decisions was compromised by the failure of EVCO and its directors to make the required disclosures. This warning is a reminder to all directors of companies making offers of financial products to make sure they are meeting their obligations.”
EVCO International Limited was initially the sole shareholder of EVCO but on-sold about 16% of its shares in EVCO to 32 investors based in New Zealand and Australia for approximately $2.8 million.
The FMA is also of the view that EVCO and the directors have breached the Companies Act 1993 by failing to complete registration of share transfers to maintain a share register and call or hold shareholders’ meetings.
Following an order made by the FMA, EVCO and the directors are required to disclose the warning on their website and in any restricted communication made or distributed by or on behalf of EVCO, the Directors, or any associated persons. A copy of the order is available below.
EVCO was established in March 2017 to manufacture coconut oil in Fiji and later considered other Pacific Island countries. The company is yet to begin operations.
The Order
TO: EVCO Pacific Limited (EVCO), 29 Port Road, Whangarei 0110
AND TO: Neville Henry Montefiore, Director of EVCO
AND TO: Roger Graeme MacDonald and Christopher Grant Nathan, former Directors of EVCO
AND TO: all associated persons (including any associated person that may be incorporated or formed after the date of this Order)
The Financial Markets Authority (FMA) makes the following Order under section 49(1) of the Financial Markets Authority Act 2011 (FMA Act) against EVCO, Christopher Grant Nathan, Roger Graeme MacDonald, Neville Henry Montefiore (together, the Directors) and associated persons, requiring them to include a warning statement in the form attached at Annexure A (the Warning Statement):
- On the main page of any website operated by or on behalf of EVCO; and
- In every restricted communication made or distributed by or on behalf of EVCO, the Directors or any associated persons.
The Warning Statement is required to be displayed:
- prominently;
- on a plain white background;
- in black Calibri font with the heading in 14 point font and the body text in size 11 point font, or in a similar font and equivalent size; and
- in substantially the same layout as the layout used in Annexure A to this Order.
EVCO and the Directors must provide a copy of this order to each associated person.
In this Order, associated person has the same meaning as section 12(1) of the Financial Markets Conduct Act 2013.
Note that a person who refuses or fails, without reasonable excuse, to apply with an order made by the FMA under section 49 of the FMA Act (including an associated person who knows, or ought reasonably to have known, that the order applies to them) commits an offence and is liable on summary conviction to a fine not exceeding $300,000.
This Order is made subject to any further Orders of the FMA. It will remain in effect for the lesser of five years from the date of the Order or until it is cancelled by the FMA.
Dated at Auckland this 11th day of March 2025.
ANNEXURE A – WARNING STATEMENT
The FMA warns about offers of financial products in breach of financial markets legislation in relation to EVCO Pacific Limited (EVCO).
The FMA advises investors that EVCO, its current director Neville Henry Montefiore, former directors Roger Graeme MacDonald and Christopher Grant Nathan, (together, the directors) have, in the FMA’s view, contravened the Financial Markets Conduct Act 2013 (FMC Act) in relation to an offer of shares in EVCO by its parent company EVCO International Limited without providing the required disclosure to investors.
In particular, an offer of financial products for sale requires disclosure under Part 3 of the FMC Act if the offeror controls the issuer and the financial products are not quoted. The FMA is of the view that the offer for sale of EVCO shares by EVCO International Limited to investors during the period 27 November 2017 through 26 March 2019 was made without EVCO or its directors preparing the required product disclosure statement or making the prescribed information publicly available by lodging it with the Registrar. The purpose of such disclosure is to ensure members of the public are able to make investment decisions with full information. The investors’ ability to make informed decisions was compromised by the failure of EVCO and its directors to make the required disclosures.
