Prior notice defeats ignorance defence in securities disclosure breaches; repetitive non-disclosure justified penalty without interference.

Prior proceedings for similar disclosure violations showed that the appellant was aware of takeover and insider-trading disclosure obligations, so ignorance of the requirement was not accepted as a defence. The admitted facts also showed that the acquisition could be communicated to the company, yet the mandatory disclosures were not made within the prescribed time. On that basis, the non-disclosure was treated as repetitive and deliberate, and the monetary penalty was found to call for no interference.

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Issues: Whether the monetary penalty imposed for non-disclosure of acquisition of shares under the takeover and insider-trading disclosure provisions called for interference.

Analysis: The appellant had already faced proceedings for similar disclosure violations in relation to the same company, which showed prior awareness of the disclosure obligations. The later claim of ignorance of the legal requirement was therefore not accepted. The admitted conduct also showed that the appellant could communicate the acquisition to the company but did not make the mandatory disclosures within the prescribed time. In these circumstances, the violation was treated as repetitive and deliberate enough to justify the penalty.

Conclusion: The penalty did not warrant interference and the appeal failed.

Ratio Decidendi: Ignorance of the disclosure requirements is no defence where the person has prior notice of the same obligations, and repetitive non-disclosure under the securities regime justifies penalty interference only in exceptional cases.

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