333D Limited, in the matter of 333D Limited [2021] FCA 349

333D Limited, in the matter of 333D Limited [2021] FCA 349

Given the inadvertent and honest failure to lodge the cleansing notice and the absence of substantial injustice to any person, the Court has the power and discretion to make orders under s 1322 to extend the time for compliance, validate earlier acts, and relieve from civil liability for contraventions causally related to the failure. The orders ensure the legal status of the share issues and any on-sales are regularised and compliant.

Parties
Plaintiff: 333D Limited
Jurisdiction
Australia
Judgment Date
13 April 2021
Procedural Posture
Corporations Share Issue Extension and Validation Application / Interlocutory Application and Orders Granting Relief Under S 1322
Outcome
Orders made granting extension of time, deeming validity of cleansing notice, validating past on-sales, and relieving civil liability in respect of the new shares; relief granted as sought.
Legal Topics
Share Issues, Disclosure Obligations, Failure to Lodge Cleansing Notice, Orders for Extension and Validation, Civil Liability Relief
Corporations Law Share Issues Disclosure Obligations Failure to Lodge Cleansing Notice Orders for Extension and Validation Civil Liability Relief

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Parties

333D Limited

Plaintiff

Procedural Posture

Corporations Share Issue Extension and Validation Application / Interlocutory Application and Orders Granting Relief Under S 1322

Legal Issues

  1. 1 Whether the failure to lodge a cleansing notice under s 708A(5)(e) can be cured by orders under s 1322 of the Corporations Act 2001 (Cth)
  2. 2 Whether the extension of time for lodging a cleansing notice should be granted
  3. 3 Whether past on-sales of new shares should be validated and civil liability for sellers relieved

Ratio Decidendi

Given the inadvertent and honest failure to lodge the cleansing notice and the absence of substantial injustice to any person, the Court has the power and discretion to make orders under s 1322 to extend the time for compliance, validate earlier acts, and relieve from civil liability for contraventions causally related to the failure. The orders ensure the legal status of the share issues and any on-sales are regularised and compliant.

Court Disposition

Orders made granting extension of time, deeming validity of cleansing notice, validating past on-sales, and relieving civil liability in respect of the new shares; relief granted as sought.

Orders

  • Extension of the period under s 708A(6)(a) to the second business day after entry of these orders for 311,159,510 shares issued on 9 and 12 February 2021.
  • Notice given under s 708A(5)(e) within the extended period deemed effective as at 15 February 2021.