Avecho Biotechnology Limited, in the matter of Avecho Biotechnology Limited [2022] FCA 821

Avecho Biotechnology Limited, in the matter of Avecho Biotechnology Limited [2022] FCA 821

The applicant's failure to lodge a prospectus in respect of certain listed options was an honest and inadvertent mistake, not involving dishonesty or intent to avoid compliance. Prompt remedial action was taken, no substantial injustice has occurred or is likely, ASIC and ASX raised no objection, and the error was essentially procedural. Therefore, relief under s 1322(4) is appropriate to validate sales and relieve sellers from civil liability.

Jurisdiction
Australia
Judgment Date
14 July 2022
Procedural Posture
Corporations Act Application / Judgment After Urgent Application Hearing
Outcome
Application granted; orders made.
Legal Topics
['rectification of Procedural Irregularities' 'disclosure Requirements for Listed Options' 'relief From Civil Liability Under S 1322']
['corporations Law'] ['rectification of Procedural Irregularities' 'disclosure Requirements for Listed Options' 'relief From Civil Liability Under S 1322']

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Procedural Posture

Corporations Act Application / Judgment After Urgent Application Hearing

Legal Issues

  1. 1 ['Whether failure to provide disclosure for listed options constitutes an irregularity capable of relief under s 1322 of the Corporations Act 2001 (Cth)' 'Whether Avecho and its officers acted honestly in relation to the failure to provide disclosure' 'Whether making the orders would cause substantial injustice to any person']

Ratio Decidendi

The applicant's failure to lodge a prospectus in respect of certain listed options was an honest and inadvertent mistake, not involving dishonesty or intent to avoid compliance. Prompt remedial action was taken, no substantial injustice has occurred or is likely, ASIC and ASX raised no objection, and the error was essentially procedural. Therefore, relief under s 1322(4) is appropriate to validate sales and relieve sellers from civil liability.

Court Disposition

Application granted; orders made.

Orders

  • ['Declaration that any offer for sale, or sale of, the 122,500,000 listed options after their issue is not invalid by reason of any failure to lodge a prospectus or consequential failure to comply with sections 707(3) or 727(1) of the Act.' 'Relief from any civil liability for any person who has sold any of the...