At the time he invested, Mr Baillieu says he was told that over 270 retailers were using the platform.
“They said it was a high-growth, successful business with a lot of potential,” Mr Baillieu said.
But he says he later discovered in October 2018 that it had 135 retailers on the platform, not 270, when two directors of the company accidentally showed him an internal irexchange document.
“It was like a lightbulb went on … No other investor had seen this,” he said.
Mr Baillieu, who is the chairman of energy management companyBidEnergy, also claims that irexchange misrepresented how fast it was recruiting new retailers, the company’s inventory size, and the progress of its plans to expand into the pharmacy sector.
Mr Baillieu is seeking to recover $1 million he invested in August 2018 as part of a $15 million capital raising conducted by investment firm Shaw and Partners, according to court documents filed at the Federal Court on Thursday.
An irexchange spokesperson said the company could not respond to Mr Baillieu’s allegations as the company has not yet been served with any legal documents and had only been informed on Friday morning that the legal proceeding had been filed.
Irexchange plans to raise $17.5 million as part of plans to list on the Australian Securities Exchange on February 25. It has published a prospectus for the initial public offering which states that it has over 600 retailers using its platform, with 50 per cent trading regularly.
If it hits its target, irexchange’s market value will be over $74 million.
The company’s prospectus also flags that Mr Baillieu has previously threatened to commence legal proceedings against the company.
“Their prospectus, in my opinion, could put them all in jail because they’ve made extraordinarily misleading and deceptive statements,” Mr Baillieu said.
But the irexchange spokesperson said the company “rejects outright any allegation or suggestion that its prospectus contains any false or misleading statements or information, and stands by the accuracy of its prospectus, which was the subject of extensive verification”.
“In relation to Mr Baillieu’s other allegations that irexchange has provided misleading information, those allegations are also denied and any proceeding in which those or similar allegations are made will be vigorously defended.”
Float vital to growth
The float, run by Peloton Capital, is vital to the next stage of irexchange’s growth. On the day of listing it will have just $130,000 cash, until it receives $17.5 million in fresh funds from investors.
Mr Baillieu’s $1 million investment will be converted to shares at the IPO in February, according to documents submitted to the Federal Court.
“There’s not going to be an IPO. How can there be an IPO on an extraordinarily misleading and deceptive prospectus?” he said.
Mr Baillieu is also suing investment firm Shaw and Partners, which he says advised him on the investment and knew irexchange’s figures were false, as well as four directors who presided on irexchange’s board at the time he invested.
“We passed on the information from what the company [irexchange] gave to us. We’re happy to let due process take its course and we’ll defend the allegations vigorously,” said Earl Evans, co-chief executive of Shaw and Partners.
Shaw and Partners facilitated irexchange’s capital raising at the time of Mr Baillieu’s investment, but has since then has not been involved in its IPO or prospectus, according to Mr Evans.