NZX says Ralec case settled, no appeal by either party

Thursday 1st December 2016

NZX, the stock market operator, says it has settled all outstanding matters connected to the litigation by Ralec and neither party will appeal the decision.

"Today’s announcement means that NZX can finally move on and put this matter behind us once and for all, and direct our valuable resources to growing our business," outgoing chief executive Tim Bennett said.

NZX bought the Clear Grain Exchange from Ralec in 2009 when it was run by chief executive Mark Weldon. The stock market operator had claimed Clear’s former owners and their companies misled NZX with “wildly inaccurate” forecasts when it bought the platform for $A7 million, with two earn-outs of A$7 million tied to performance.

On Nov. 16, Justice Robert Dobson ruled both sides' claims were valid, but neither demonstrated there would have been a financial impact had things been different. The case was heard at the High Court in Wellington from May 2 to July 13 this year.

NZX had quantified reliance loss at $13.76 million, and an expectation measure of loss between $33.5 million and $44.2 million. Ralec made a counterclaim of A$14 million, saying NZX and Mark Weldon under-funded the business which meant it couldn't meet the targets which would trigger the earnout payments.

Justice Dobson said NZX had made out four of five alleged misrepresentation claims against Ralec, but found no compensation was owed because NZX couldn't demonstrate losses from relying on those misrepresentations. Ralec was successful in its claim NZX hadn't met its contractual obligations for resourcing, but wasn't awarded damages as it hadn't shown better resourcing would have meant it could reach the earn-out targets.

The Australian company's counterclaim against Mark Weldon, the former NZX chief executive who gave evidence for a week at the trial, wasn't successful. Ralec had claimed Weldon had either knowingly involved or aided and abetted the making of representations which contravened the Fair Trading Act. The judge did find that Weldon had "bullied" one of the vendors of the Clear Grain Exchange and overstated what NZX was likely to invest in developing the platform.

The judge said costs should lie where they fall as "the overall outcome is a nil-all draw".

The announcement was made after the market closed. Shares in NZX fell 1 percent or 1 cent to $1.00 today, and have dropped 5.6 percent since the start of the year.

BusinessDesk.co.nz

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