Sequoia Financial Group (ASX: SEQ) has provided a Sequoia InterPrac Disposal Update following ASIC’s announcement on 8 April 2026 that it intends to appoint a receiver to investigate the proposed sale of InterPrac Financial Planning Pty Ltd. The company confirms that ASIC has commenced court proceedings, but states the sale to Conquest Investment Partners Pty Ltd announced 23 March 2026 remains on track.
Sequoia addresses ASIC court action over InterPrac sale
ASIC has commenced court proceedings seeking to appoint a receiver over certain property of InterPrac, specifically the guarantees contained in the ASIC Cross Deed of Guarantee. The proceeding does not relate to InterPrac’s broader operational assets or business activities.
The receiver’s proposed mandate is narrow. If appointed, the receiver would prepare a report for ASIC assessing whether the sale to Conquest is a bona fide transaction and whether the consideration is fair and reasonable within the meaning of the ASIC Cross Deed of Guarantee. The receiver would also report on InterPrac’s financial position and solvency.
Sequoia notes that the court proceeding does not seek to appoint a receiver over any property of InterPrac other than the guarantees in the ASIC Cross Deed of Guarantee. The company states that the proposed disposal remains on schedule despite the regulatory scrutiny.
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What ASIC’s receiver appointment actually means
The scope of any receiver appointment is strictly limited to oversight of the guarantees within the ASIC Cross Deed of Guarantee. This legal structure exists to protect creditors when group companies provide cross-guarantees, ensuring that disposal transactions do not disadvantage creditors during ownership changes.
Sequoia states that any receiver appointment by the court would not prevent InterPrac from continuing to trade in the ordinary course. The proposed sale to Conquest would also not be prevented from proceeding. If appointed, the receiver would have no power to dispose of or encumber any property of InterPrac.
The ASIC Cross Deed of Guarantee is a regulatory mechanism that allows group companies to jointly guarantee each other’s liabilities. When one entity in the group is sold, ASIC may scrutinise whether the transaction maintains adequate creditor protection.
| What ASIC Sought | What It Means | Impact on Sale |
|---|---|---|
| Receiver over guarantees in ASIC Cross Deed of Guarantee | Limited oversight of guarantee structure only, not operational assets | No prevention of sale proceeding or normal trading activities |
| Report on whether sale is bona fide and consideration is fair and reasonable | Assessment of transaction terms against ASIC Cross Deed requirements | Adds review process but does not block completion |
| Report on financial position and solvency of InterPrac | Independent assessment of creditor protection adequacy | Provides regulatory clarity on creditor interests |
| No power to dispose or encumber InterPrac property | Receiver cannot interfere with business operations or assets | Business continuity maintained during review |
The limited mandate of the proposed receiver reduces uncertainty around transaction completion. InterPrac’s ability to trade normally is preserved during the review process.
Sequoia’s response to ASIC creditor concerns
ASIC’s media release stated a concern that the intended sale of InterPrac may adversely affect the interests of InterPrac’s creditors, including liabilities arising from AFCA complaints in relation to the Shield Master Fund and First Guardian Master Fund. Sequoia believes this concern is unfounded.
The company notes that AFCA complaints have resulted in two determinations against InterPrac to date. No other liabilities have arisen from the AFCA complaints at the date of the announcement.
InterPrac commenced proceedings in the Federal Court of Australia against AFCA on 10 March 2026 relating to AFCA’s determination published 24 December 2025. This active litigation demonstrates the company’s willingness to challenge adverse determinations through formal legal channels.
The ASIC Deed of Cross Guarantee structure provides continued protection for creditors under the following framework:
- InterPrac will remain a party to the ASIC Deed of Cross Guarantee immediately following the sale to Conquest
- The ASIC Deed of Cross Guarantee can only cease to apply to InterPrac if the directors of Sequoia certify that the sale is a bona fide sale for fair and reasonable consideration
- The court action commenced by ASIC prevents such a certificate from being given while proceedings are active
This means the cross-guarantee framework continues to operate as a creditor protection mechanism throughout the sale process and beyond, unless and until the regulatory conditions for its cessation are satisfied.
ASX ruling and shareholder approval pathway
Sequoia continues to engage with ASX Limited regarding whether shareholder approval is required for the sale of InterPrac under ASX Listing Rule 11.2. The company had anticipated receiving ASX’s determination this week, but ASX has since sought further clarity over the proposed appointment of a receiver before making a determination.
Sequoia states it continues to work constructively with ASX to obtain timely guidance. The company is supportive of appropriate shareholder oversight and will convene a meeting of shareholders to seek approval for the transaction if required by ASX.
Conquest remains supportive of the transaction, including if ASX requires shareholder approval of the sale, notwithstanding ASIC seeking to have a receiver appointed to InterPrac. This buyer commitment provides transaction continuity regardless of the approval pathway ultimately determined by ASX.
The potential approval pathway could follow these steps:
- ASX completes its determination on whether Listing Rule 11.2 applies, taking into account clarity on the receiver appointment process
- If shareholder approval is required, Sequoia convenes a shareholder meeting to seek approval for the InterPrac disposal
- Subject to regulatory processes being satisfied, the transaction proceeds to completion with Conquest
The proactive regulatory engagement signals transparent corporate governance. ASX’s delayed determination reflects the complexity of assessing a transaction subject to concurrent court proceedings.
What happens next for Sequoia shareholders
Sequoia states it remains committed to progressing the transaction in an orderly and transparent manner, consistent with its contractual obligations and regulatory requirements. The company will continue to keep the market informed of any material developments in relation to the proposed disposal of InterPrac.
The announcement has been approved for release by the board of directors, indicating coordinated oversight of the company’s response to regulatory developments. Board-level approval of the messaging demonstrates formal governance processes are in place to manage stakeholder communication during the transaction.
The regulatory processes, while creating near-term uncertainty around timing, are progressing through appropriate legal and regulatory channels. Investors should monitor for further announcements regarding the court proceedings, ASX’s determination on shareholder approval requirements, and any updates to the transaction timetable with Conquest.
The limited scope of ASIC’s court action, combined with Conquest’s continued support and Sequoia’s commitment to shareholder transparency, indicates the disposal remains on track despite the additional regulatory review layer.
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