Australian Securities Commission v Bank Leumi Le-Israel [1995] FCA 1130

Australian Securities Commission v Bank Leumi Le-Israel [1995] FCA 1130

Leumi and EBC contravened s.722 of the Corporations Law by failing to comply with secondary notices within the prescribed period and (in EBC's case) s.709 substantial shareholder disclosure. The appropriate remedy is to order disposal of the shares under s.613(1)(d) and associated provisions, with proceeds held by the Court pending further order. Costs of the ASC should be paid by Leumi and EBC out of share sale proceeds, except for one minor item where the ASC must pay Leumi's proof of Swiss residency/business costs.

Parties
Applicant: Australian Securities Commission; First Respondent: Bank Leumi le-Israel; Second Respondent: EBC Zurich AG; Third Respondent: A.N.Z. Nominees Ltd; Fourth Respondent: BB Nominees Pty Ltd; Fifth Respondent: National Nominees Ltd; Sixth Respondent: Galah Nominees Pty Ltd; Seventh Respondent: Statton Nominees Pty Ltd; Eighth Respondent: Offset Alpine Printing Group Ltd; Ninth Respondent: Arklow Pty Ltd
Jurisdiction
Australia
Judgment Date
20 December 1995
Procedural Posture
Civil / Post Trial; Final Orders and Reasons
Outcome
Orders made as per reasons; declarations of contravention; share disposal ordered; costs awarded to ASC; cross-claims dismissed.
Legal Topics
Substantial Shareholding Disclosure, Secondary Notices, Takeover Regulation, Orders as to Shares, Costs
Corporations Law Equity Substantial Shareholding Disclosure Secondary Notices Takeover Regulation Orders as to Shares Costs

Case Brief

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Parties

Australian Securities Commission

Applicant

Bank Leumi le-Israel

First Respondent

EBC Zurich AG

Second Respondent

A.N.Z. Nominees Ltd

Third Respondent

BB Nominees Pty Ltd

Fourth Respondent

National Nominees Ltd

Fifth Respondent

Galah Nominees Pty Ltd

Sixth Respondent

Statton Nominees Pty Ltd

Seventh Respondent

Offset Alpine Printing Group Ltd

Eighth Respondent

Arklow Pty Ltd

Ninth Respondent

Procedural Posture

Civil / Post Trial; Final Orders and Reasons

Legal Issues

  1. 1 Did Leumi and EBC contravene s.722(1) of the Corporations Law by failing to comply with Secondary Notices?
  2. 2 Did EBC fail to comply with substantial shareholder disclosure obligations under s.709(1) of the Corporations Law?
  3. 3 What orders are appropriate regarding the disposal of shares and associated procedural matters?

Ratio Decidendi

Leumi and EBC contravened s.722 of the Corporations Law by failing to comply with secondary notices within the prescribed period and (in EBC's case) s.709 substantial shareholder disclosure. The appropriate remedy is to order disposal of the shares under s.613(1)(d) and associated provisions, with proceeds held by the Court pending further order. Costs of the ASC should be paid by Leumi and EBC out of share sale proceeds, except for one minor item where the ASC must pay Leumi's proof of Swiss residency/business costs.

Court Disposition

Orders made as per reasons; declarations of contravention; share disposal ordered; costs awarded to ASC; cross-claims dismissed.

Orders

  • Declaratory orders that Leumi and EBC contravened the Corporations Law (s.722(1) and s.709(1))
  • Orders for Leumi and EBC (via nominees) to dispose of shares in OAP to highest bidder by specified date