Environmental Clean Technologies Limited, in the matter of Environmental Clean Technologies Limited [2021] FCA 440

Environmental Clean Technologies Limited, in the matter of Environmental Clean Technologies Limited [2021] FCA 440

The orders were made because the failure to lodge the cleansing notice was an honest mistake, Environmental acted promptly after discovering the error, the s 1322(4) requirements were met, there was no substantial injustice caused or likely to be caused to any person, and it was just and equitable to grant relief validating on-sales and relieving related civil liability.

Jurisdiction
Australia
Judgment Date
28 April 2021
Procedural Posture
Application Under S 1322 of the Corporations Act 2001 (cth) / Final Orders and Reasons for Judgment
Outcome
Application granted; orders made; no order as to costs.
Legal Topics
['asx Listed Company Share Issue' 'cleansing Notice' 'disclosure Obligations for Securities' 'on Sales of Issued Shares' 'relief Under S 1322 of the Corporations Act 2001 (cth)']
['corporations Law'] ['asx Listed Company Share Issue' 'cleansing Notice' 'disclosure Obligations for Securities' 'on Sales of Issued Shares' 'relief Under S 1322 of the Corporations Act 2001 (cth)']

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Procedural Posture

Application Under S 1322 of the Corporations Act 2001 (cth) / Final Orders and Reasons for Judgment

Legal Issues

  1. 1 ['Whether the period of five business days referred to in s 708A(6)(a) of the Corporations Act 2001 (Cth) should be extended after the applicant failed to lodge a cleansing notice under s 708A(5)(e).' 'Whether offers for sale or sales of the new shares before the orders should be declared not invalid by reason of the failure to lodge a cleansing notice or related non-compliance with ss 707(3) or 727(1).' 'Whether persons who on-sold the new shares should be relieved from civil liability under s 1322(4)(c).' 'Whether the requirements in s 1322(6), including absence of substantial injustice and honest conduct, were satisfied.']

Ratio Decidendi

The orders were made because the failure to lodge the cleansing notice was an honest mistake, Environmental acted promptly after discovering the error, the s 1322(4) requirements were met, there was no substantial injustice caused or likely to be caused to any person, and it was just and equitable to grant relief validating on-sales and relieving related civil liability.

Court Disposition

Application granted; orders made; no order as to costs.

Orders

  • ['Pursuant to s 1322(4)(d) of the Corporations Act 2001 (Cth), in respect of the 1,500,000,000 ordinary fully paid shares issued on 15 April 2021, the period of five business days referred to in s 708A(6)(a) was extended to the second business day after the day on which the orders are entered.' 'Pursuant to s...