Pengana Admits Early Media Leak on Private Credit Plan, Promises Tighter Controls

Background to the Disclosure Breach

Pengana International Equities Limited (ASX – PIA) recently found itself under the regulatory spotlight after prematurely sharing details of a proposed global private credit investment strategy with a journalist. The disclosure occurred on 20 August 2025, hours before the company’s official announcement to the market, raising concerns about compliance with ASX Listing Rule 15.7, which governs the timing and manner of releasing market-sensitive information.

According to Pengana’s response to ASX Compliance, CEO Russel Pillemer provided a confidential verbal overview of the potential investment to a journalist at approximately 4 – 27pm AEST on 20 August. This was followed by written correspondence sent at 5 – 19pm. The company clarified that this information was shared on a confidential basis to assist accurate media coverage, not for immediate publication.

Nature of the Proposed Investment

The proposed strategy involves Pengana securing a loan from a major international bank to invest in a diversified portfolio of 23 private credit managers, managed by Mercer. The objective is to generate a steady income stream largely independent of equity market fluctuations, with the board targeting a 56% increase in fully franked dividends once implemented. The investment aims for a 4.5% return above the cost of debt, with Pengana Capital Group underwriting any shortfall and sharing excess returns with Mercer.

However, Pengana emphasised that the investment remains conditional on finalising transaction documentation, obtaining shareholder approval, and securing financing. This conditionality tempers immediate market impact but underscores the strategic shift Pengana is pursuing to enhance income stability.

Regulatory Compliance and Company Response

Pengana acknowledged that the early media disclosure was not compliant with Listing Rule 15.7, which prohibits releasing market-sensitive information to any party before notifying ASX and receiving acknowledgment. The company described the tagging of its announcements as “price sensitive” on the ASX Market Announcements Platform as an administrative error.

In response to the breach, Pengana plans to update its Continuous Disclosure Policy to explicitly reference Listing Rule 15.7 and reinforce the requirement that all market-sensitive information must be released to ASX prior to any third-party communication. The updated policy will be communicated to all directors, employees, and contractors to prevent recurrence.

Implications for Investors and Market Integrity

While the early disclosure did not result in uninformed trading, the incident highlights the challenges companies face in balancing media engagement with strict regulatory frameworks. Pengana’s swift admission and commitment to policy enhancement may reassure investors about governance standards, but the episode serves as a reminder of the importance of disciplined disclosure practices in maintaining market confidence.

Looking ahead, investors will be watching closely for progress on the private credit investment’s documentation, shareholder approval process, and financing arrangements, which will ultimately determine whether the strategy delivers on its promise of enhanced and more reliable dividends.