Share options spark federal police probe into former Macquarie consultant
Dr Castagna, formerly a long-term consultant with Macquarie, did not respond to questions about the police investigation. He has previously declined to comment on the options deal.
Another mix-up involving dates and documents may have occurred in connection to shares held by Nuix’s current chief financial officer, Stephen Doyle, who joined Nuix in 2011 after Macquarie came on board.
In September 2012 Mr Doyle lodged documents with the corporate watchdog ASIC reporting he had been issued with 50,000 shares costing him $301,500.
However, three years later, in December 2015, Mr Doyle notified ASIC he had sold those same 50,000 Nuix shares to his brother Ross Doyle in tax-friendly Switzerland in July 2012. This was six weeks before he owned the shares.
Despite having apparently sold the shares to his brother for $326,000 some three years earlier, booking a $24,500 capital gain, Nuix continued to produce internal and external documents which showed Mr Doyle still owned the shares up until 2015, when their value had jumped to $4 million.
Not long after Ross Doyle sold back to Nuix 20 per cent of his stake, in 2017 the tech company issued 50 extra shares for each share held, boosting Ross Doyle’s holding to 2 million shares.
Confusion about the ownership of the shares struck again in 2018 when an internal Macquarie document included a table listing key Nuix shareholders. On the list was Stephen Doyle, not Ross, owning 2 million shares.
On the day the company was listed on the stock exchange in December 2020, Ross Doyle was listed as Nuix’s 14th largest shareholder with 2 million shares, worth $10.6 million at the $5.31 issue price.
Mr Stephen Doyle did not respond to requests for comment.
Dr Castagna, who has a PhD in finance, was jailed in 2018 for tax avoidance and money laundering. The Crown case against Dr Castagna and his cousin, Robert Agius, an accountant based in Vanuatu, was that Dr Castagna had avoided tax by channelling his consultancy fees from Macquarie Bank to Vanuatu via Billbury, a British company he controlled.
However, a year later Dr Castagna had his conviction overturned and he was acquitted. The Court of Appeal found that the contractual arrangement between Macquarie and his private company Billbury was genuine. “Unless it could be said that the agreement was a sham … it follows that the income was derived by Billbury,” said the appeal judges.
Dr Castagna was restored to the Nuix board following his acquittal but quietly resigned from the board in November, the same day of the launch of Nuix’s float prospectus, which provides potential investors with details of the business.
Two footnotes in the 320-page prospectus detailing Dr Castagna’s offshore shareholding were the only record of his role in the company. There was no mention of his role as a founder or his more recent role as a consultant.
In a statement to the stock exchange last week following the joint investigation, the Nuix board said that Dr Castagna was “a large part” of the company’s success and that he has provided “consulting assistance” to Nuix.
Although the much-hyped float of the company last December made millions for Dr Castagna and Nuix’s major shareholder Macquarie Group, investors have seen the share price crash dramatically with Nuix losing $2.7 billion in market value.
Despite all criminal charges having been dropped, Dr Castagna’s is still embroiled in a long-running battle with the ATO, which is pursuing him for millions of dollars in back taxes and penalties. The matter returns to court on 10 June.
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