Former executive Mark Talbot to pay $150,000 for insider trading

Mark Talbot, a former executive of NZX-listed tech company VMob, now Plexure. Photo / File

Mark Talbot, a former executive of NZX-listed tech company VMob, now Plexure, will pay the Financial Markets Authority $150,000 and has been barred from acting as a director or manager of a listed business for five years for insider trading in the company's shares.

Talbot, who was employed on contract as VMob's part time chief financial officer from 2011 to 2014, had admitted to insider trading conduct and entered a guilty plea on a representative charge for a breach of disclosure obligations in the High Court at Auckland last month.

Separately, Talbot has been fined $12,000 by the High Court on the representative charge of failing to disclose a relevant interest.

The FMA said the $150,000 was in the form of an "enforceable undertaking" under its legislation, which means the individual can pay the FMA an amount in lieu of a pecuniary penalty.

"It's a gesture with a punitive element rather than a compensatory one because of course there are no victims, so there is no one to compensate," Karen Chang, the FMA's head of enforcement, told the Herald.

"I think it delivers a pretty clear message that this type of conduct will be investigated and that the law will be enforced when we see it," she said.

"The scale of the transaction in terms of profits or losses is really irrelevant when you look at the harm that this kind of behavior causes in eroding investor confidence and eating away at the integrity of our market, which we guard pretty jealously."

In a statement, Talbot - who was a partner at Deloitte NZ from 2014 to 2017 - said the transaction involved the purchase of shares for a total of $10,000 and that it was "naivety on his part and based on inaccurate and incomplete advice received from those I respected".

"During my career, I have only ever been involved in one publicly listed company [VMob], and on a part-time basis only," he said.

"In hindsight, the scope of the role was too great without the level of support initially promised to me."

The authority said it began investigating potential insider trading following a referral from the NZX in September 2014.

The investigation related to the purchase of VMob shares shortly before an announcement that the company had been awarded a contract with McDonald's Japan, projected to yield significant revenue.

Talbot had entered a guilty plea to one representative charge of failing to disclose a relevant interest, admitted a breach of the Securities Markets Act (SMA) and gave an enforceable undertaking which has been accepted by the FMA in accordance with sections 46 and 46A of the Financial Markets Authority Act.

Talbot admitted he had information that VMob was likely to be awarded the contract with McDonald's Japan during all relevant times when he traded in VMob shares on July 24, 2014.

The information was material, and not generally available to the market, and was received by Talbot in his capacity as a senior manager of VMob.

The FMA said Talbot knew it was material information that was not generally available to the market until it was announced on August 11, 2014.

"Mark Talbot was one of the people responsible for ensuring VMob employees knew about the company's trading policy. Despite this, he bought shares while in possession of material information he gained through his job as virtual CFO," the FMA said.

While the charges of insider trading have been withdrawn, Talbot has accepted it is no defence to state that the shares he purchased through his company, Blumau, on July 24 2014 were held for the benefit of his father, the FMA said.

"In this case, Mr Talbot's acknowledgement of responsibility through the guilty plea and the enforceable undertaking were important factors in this resolution," Chang said.