The JSE has fined the former chief executive of Luxe Holdings R7.5 million and barred her from serving as an officer or director of a JSE-listed company for five years for trading the company’s shares during its closed period.
Helena Grewar, acting through her company, Go Dutch, sold more than two million shares, or just under 1% of the company, with a value of about R12.079 million, on 7 December 2022. Grewar also goes by the name Althea Cloete.
The transaction occurred during Luxe’s closed period, which commenced on 19 September 2022 with the publication of a cautionary announcement about advanced negotiations between the company and Go Dutch for a potential related-party disposal of certain group assets, including Arthur Kaplan and World’s Finest Watches, to Go Dutch, the JSE said in a SENS announcement yesterday.
Grewar is the sole director and shareholder of Go Dutch.
In terms of paragraphs 3.66 and 3.69 of the JSE’s Listings Requirements, a director may not deal in the securities of the company of which he or she is a director during a closed period or at a time when he or she is in possession of unpublished price sensitive information and without first obtaining clearance for such trade.
Grewar failed to obtain clearance before the trade, and she disposed of her securities during a closed period, the SENS announcement said.
The JSE said that Grewar’s “refusal to acknowledge or engage with regulatory correspondence, or to co-operate with the JSE’s investigation, casts serious doubt on her commitment to compliance and indicates a lack of transparency and accountability, fundamental to sound corporate governance. Mrs Grewar’s actions obstructed the JSE’s regulatory process and undermined its effective oversight of market integrity.”
The prohibition on dealings during a closed period is designed to ensure that markets operate fairly and to promote investor protection and investor confidence. The obligation on a director to obtain clearance prior to dealing in securities is a further safeguard to ensure that directors do not deal in securities in closed periods. Directors have a duty to observe the restrictions and obligations stipulated in the Listings Requirements and failure to do so could result in unfair markets and a lack of investor protection and confidence, the JSE said.
Luxe’s listing on the JSE was terminated on 6 November 2023.
Luxe Holdings, formerly Taste Holdings, owned food retail interests, including the Starbucks and Domino’s Pizza franchises in South Africa. It exited the food sector from 2019 to focus on jewellery.
Luxe was placed in liquidation in September 2023 following a High Court application by Richline SA, a jewellery manufacturer. Richline SA was owed more than R11m for jewellery it supplied to Luxe stores in 2021 and 2022.
