Espasia Pty Ltd (ABN 74 057 517 825), In the matter of Farm By Nature Pty Ltd (ABN 13 107 299 730) [2009] FCA 1559

Espasia Pty Ltd (ABN 74 057 517 825), In the matter of Farm By Nature Pty Ltd (ABN 13 107 299 730) [2009] FCA 1559

Espasia satisfied the statutory threshold requirements for compulsory acquisition under Pt 6A.2 of the Corporations Act 2001 (Cth), including being a 90% holder by value and number of shares and convertible notes; any procedural irregularity in the expert's report did not invalidate the process; and the price offered was fair value.

Jurisdiction
Australia
Judgment Date
22 December 2009
Procedural Posture
Originating Application / Final Judgment
Outcome
application granted
Legal Topics
['compulsory Acquisition' 'corporate Control' 'shareholder Rights' 'valuation of Securities' 'procedural Irregularities']
['corporations Law'] ['compulsory Acquisition' 'corporate Control' 'shareholder Rights' 'valuation of Securities' 'procedural Irregularities']

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Procedural Posture

Originating Application / Final Judgment

Legal Issues

  1. 1 ['Whether the applicant satisfied statutory provisions for compulsory acquisition under Corporations Act 2001 (Cth) Pt 6A.2' "Whether the expert's report satisfied statutory requirements under s 667A" 'Whether fair value was given for shares and convertible notes']

Ratio Decidendi

Espasia satisfied the statutory threshold requirements for compulsory acquisition under Pt 6A.2 of the Corporations Act 2001 (Cth), including being a 90% holder by value and number of shares and convertible notes; any procedural irregularity in the expert's report did not invalidate the process; and the price offered was fair value.

Court Disposition

application granted

Orders

  • ['Declaration under ss 1322(2) and 1322(4) Corporations Act 2001 (Cth) that the report and notices are not invalidated despite contravention of s 667A(2)(a) and (b)' 'Approval for Espasia to acquire all ordinary shares not already held for 0.0006 cents per share and all convertible notes for 2.22 cents per note'...