Queensland North Australia Pty Ltd v Takeovers Panel [2014] FCA 591

Queensland North Australia Pty Ltd v Takeovers Panel [2014] FCA 591

It was open to the Takeovers Panel to find and declare unacceptable circumstances were ongoing where applicants continued to hold shares acquired in contravention of s 606, thus application was not barred by time limits; voting power is calculated on all shares to which legal rights attach, regardless of contractual voting restraints; the Panel's findings and orders were within power and adequately reasoned, and no apprehended bias or denial of natural justice was established. Accordingly, the application for judicial review was dismissed and the applicants were ordered to pay respondents' costs.

Parties
First Applicant: Queensland North Australia Pty Ltd; Second Applicant: Closeridge Pty Ltd; Third Applicant: Clive Frederick Palmer; First Respondent: Takeovers Panel; Second Respondent: The President's Club Limited; Third Respondent: President, Takeovers Panel; Fourth Respondent: Australian Securities and Investments Commission
Jurisdiction
Australia
Judgment Date
05 June 2014
Procedural Posture
Judicial Review / Final Judgment After Hearing
Outcome
Application dismissed
Legal Topics
Unacceptable Circumstances (takeovers), Takeover Bid Procedure, Judicial Review – Natural Justice, Statutory Interpretation – Voting Power, Panel Procedural Fairness, Bias – Apprehended Bias, Wednesbury Unreasonableness, Stapled Securities
Corporations Law Administrative Law Unacceptable Circumstances (takeovers) Takeover Bid Procedure Judicial Review – Natural Justice Statutory Interpretation – Voting Power Panel Procedural Fairness Bias – Apprehended Bias +2 more

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Parties

Queensland North Australia Pty Ltd

First Applicant

Closeridge Pty Ltd

Second Applicant

Clive Frederick Palmer

Third Applicant

Takeovers Panel

First Respondent

The President's Club Limited

Second Respondent

President, Takeovers Panel

Third Respondent

Australian Securities and Investments Commission

Fourth Respondent

Procedural Posture

Judicial Review / Final Judgment After Hearing

Legal Issues

  1. 1 Whether the Panel denied natural justice in extending time for application without notice
  2. 2 Whether the Panel erred in finding that circumstances were ongoing for purposes of s 657A and s 657C of the Corporations Act
  3. 3 Whether acquisition of voting power breached s 606 despite deed poll limiting voting rights

Ratio Decidendi

It was open to the Takeovers Panel to find and declare unacceptable circumstances were ongoing where applicants continued to hold shares acquired in contravention of s 606, thus application was not barred by time limits; voting power is calculated on all shares to which legal rights attach, regardless of contractual voting restraints; the Panel's findings and orders were within power and adequately reasoned, and no apprehended bias or denial of natural justice was established. Accordingly, the application for judicial review was dismissed and the applicants were ordered to pay respondents' costs.

Court Disposition

Application dismissed

Orders

  • The application be dismissed.
  • The costs of the first, second, third and fourth respondents of and incidental to this proceeding are to be paid by the applicants.