In the matter of Clime Capital Limited [2019] NSWSC 1479

In the matter of Clime Capital Limited [2019] NSWSC 1479

Section 659B did not prevent Clime's application under s 1325A during the bid period, and the extension should be granted because the failure to comply with s 625(3)(c)(i) resulted from an honest mistake about the applicable period, Clime acted promptly after the issue was identified, ASIC and CGB did not oppose the application, and target shareholders could be prejudiced if the bid process miscarried.

Jurisdiction
Australia
Judgment Date
09 August 2019
Procedural Posture
Application by Originating Process Under S 1325 A(2) of the Corporations Act 2001 (cth) for Extension of Time for Compliance With S 625(3)(c)(i) / Ex Tempore Judgment on Application During Bid Period
Outcome
Application granted; orders made extending time for compliance with s 625(3)(c)(i) of the Corporations Act 2001 (Cth) to 5 August 2019.
Legal Topics
['takeover Offers' 'off Market Bid' 'extension of Time' 'application for Admission to Quotation' 'bid Period and Offer Period']
['corporations Law'] ['takeover Offers' 'off Market Bid' 'extension of Time' 'application for Admission to Quotation' 'bid Period and Offer Period']

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Procedural Posture

Application by Originating Process Under S 1325 A(2) of the Corporations Act 2001 (cth) for Extension of Time for Compliance With S 625(3)(c)(i) / Ex Tempore Judgment on Application During Bid Period

Legal Issues

  1. 1 ['Whether s 659B of the Corporations Act 2001 (Cth) prevented Clime from bringing an application under s 1325A while the bid period was on foot.' 'Whether relief should be granted under s 1325A(2) where the application for admission to quotation was made within seven days after the start of the offer period but not within seven days after the start of the bid period.']

Ratio Decidendi

Section 659B did not prevent Clime's application under s 1325A during the bid period, and the extension should be granted because the failure to comply with s 625(3)(c)(i) resulted from an honest mistake about the applicable period, Clime acted promptly after the issue was identified, ASIC and CGB did not oppose the application, and target shareholders could be prejudiced if the bid process miscarried.

Court Disposition

Application granted; orders made extending time for compliance with s 625(3)(c)(i) of the Corporations Act 2001 (Cth) to 5 August 2019.

Orders

  • ['Orders made in accordance with the short minutes of order initialled by Black J and placed in the file.' 'The exhibit may be returned.']