Phi Finney McDonald acts for the Representative Applicant in closed class action proceedings commenced against Boral Limited (Boral) in the Federal Court of Australia on behalf of investors who acquired Boral shares, American Depository Receipts (ADRs) or Equity Swaps.

This action is being funded by Therium Litigation Finance AF IC. Registrations for the class action have closed. However, if you have any questions, please email classactions@phifinneymcdonald.com.

Background

On 21 November 2016, Boral announced its AU$3.5 billion acquisition of Headwaters Incorporated, a company based in the United States of America that manufactured building products and construction materials. Prior to this, in July 2016, Headwaters acquired a group of businesses which manufactured and sold premium windows (Windows).

On 26 August 2019, Boral announced its FY19 Results, which presented a positive picture in relation to Boral’s FY19 EBITDA, NPAT and Headwaters synergies.

On 5 December 2019, Boral announced that it had identified certain financial irregularities involving misreporting in its Windows business, that an investigation was being conducted and that the estimated earnings impact was between US$20-US$30 million. In the three trading days following this announcement, Boral’s share price declined by 8.70%.  On 6 December 2019, Boral revealed that by October 2017, an internal audit had identified that Windows’ internal systems were inadequate, and additional internal audits in 2018 and January 2019 also raised issues (collectively; Internal Audits).

On 10 February 2020, Boral announced that the investigation had concluded and that finance personnel within Windows had manipulated financial statements primarily to artificially inflate Windows’ overall profitability, during an approximately 20-month period prior to the end of October 2019. As a result, Boral restated its historic earnings by US$22.6 million, US$3.8 million of which related to FY18 and US$18.8 million related to FY19. In the three trading days following this announcement, Boral’s share price declined by 7.43%.

Allegations

It is alleged that Boral contravened its continuous disclosure obligations, including by failing to promptly inform the market of the financial misstatement consequent on the accounting issues in the Windows business, of the impact of those issues on Boral’s future earnings, and of the overall control and integration failures (including as identified in the Internal Audits).

It is also alleged that Boral engaged in misleading or deceptive conduct, including by representing to the market an incorrect picture of Boral’s financial position, as well as that the Headwaters acquisition had been successfully integrated and would have a strong positive impact on Boral, that Headwaters had delivered certain synergy results, and that Boral expected to achieve certain Guidance.

The class action alleges that Boral’s share price was inflated by the above conduct, and/or that shareholders relied on these matters in making investment decisions, and that shareholders suffered loss and damage.

A copy of the statement of claim is available here.