Sequoia Financial Group has provided an update on the proposed sale of InterPrac Financial Planning to Conquest Investment Partners, highlighting ASIC’s court action seeking receiver appointment over certain guarantees and ongoing discussions with ASX regarding shareholder approval.
- ASIC initiates court proceedings to appoint receiver over InterPrac guarantees
- Receiver appointment limited to guarantees, not affecting InterPrac’s trading or sale progress
- Sequoia disputes ASIC concerns about creditor interests and AFCA complaint liabilities
- ASX delays decision on shareholder approval pending clarity on receiver appointment
- Sequoia committed to transparent progression of InterPrac sale and regulatory compliance
ASIC Court Action Targets Guarantees in InterPrac Sale
Sequoia Financial Group Limited (ASX:SEQ) has disclosed that the Australian Securities and Investments Commission (ASIC) has commenced court proceedings seeking to appoint a receiver over certain guarantees related to the proposed disposal of InterPrac Financial Planning Pty Ltd. The receiver’s role would be to investigate whether the sale to Conquest Investment Partners Pty Ltd is bona fide and whether the sale consideration is fair and reasonable, as defined under the ASIC Cross Deed of Guarantee involving Sequoia group companies.
The court action specifically targets the guarantees within the ASIC Cross Deed of Guarantee and does not extend to appointing a receiver over any other InterPrac property. Sequoia emphasises that such an appointment would not prevent InterPrac from continuing its normal business operations nor halt the sale process. Moreover, the receiver would have no authority to dispose of or encumber InterPrac’s assets.
Disputing ASIC’s Concerns on Creditor Interests and AFCA Complaints
ASIC’s media release expressed concerns that the sale might adversely affect InterPrac’s creditors, including liabilities arising from complaints lodged with the Australian Financial Complaints Authority (AFCA) related to the Shield Master Fund and First Guardian Master Fund. Sequoia has publicly rejected these concerns as unfounded.
InterPrac remains a party to the ASIC Deed of Cross Guarantee immediately following the sale, which can only cease if Sequoia’s directors certify the sale as bona fide and the consideration as fair and reasonable. The ongoing court proceedings prevent such certification from being issued at this time.
Regarding AFCA complaints, Sequoia notes that only two determinations against InterPrac have been made to date, with no further liabilities arising. InterPrac has also initiated Federal Court proceedings against AFCA challenging a determination published in December 2025, reflecting ongoing legal complexities.
ASX:Approval Process Remains Pending Amid Regulatory Uncertainty
Separately, Sequoia is engaged with ASX:Limited to determine whether shareholder approval is required under ASX:Listing Rule 11.2 for the InterPrac sale. While the company had expected a decision this week, ASX has requested additional clarity regarding ASIC’s proposed receiver appointment before making a determination.
Sequoia has expressed support for appropriate shareholder oversight and is prepared to convene a shareholder meeting if ASX requires approval. Conquest Investment Partners remains supportive of the transaction regardless of the regulatory developments.
Commitment to Transparency and Regulatory Compliance
Sequoia reiterates its commitment to progressing the InterPrac sale in an orderly and transparent manner, consistent with contractual and regulatory obligations. The company has pledged to keep the market informed of any material developments.
This update follows recent disclosures including Sequoia’s admission of an unintentional breach of ASX:Listing Rule 15.7 related to the InterPrac sale announcement, where the CEO provided unauthorised information during a trading halt. That incident has prompted a review of continuous disclosure policies to prevent future occurrences, highlighting the regulatory sensitivity surrounding the transaction. The company’s ongoing efforts to manage these complexities are detailed in its recent disclosure review following ASX breach.
Bottom Line?
The evolving regulatory scrutiny and pending ASX decision introduce uncertainty around the timing and conditions of the InterPrac sale, warranting close monitoring of court and ASX developments.
Questions in the middle?
- How will ASIC’s receiver investigation impact the timeline and terms of the InterPrac sale?
- What criteria will ASX apply in deciding whether shareholder approval is necessary under Listing Rule 11.2?
- What are the potential financial and reputational implications for Sequoia if AFCA complaints result in further liabilities?