GIO Australia Holdings Ltd v AMP Insurance Investment Holdings Pty Ltd & Anor [1998] FCA 1669

GIO Australia Holdings Ltd v AMP Insurance Investment Holdings Pty Ltd & Anor [1998] FCA 1669

Although there was a contravention of clause 18 of Part A of s 750 of the Corporations Law due to absence of a profit forecast, considering the reasons and the level of information provided, it was appropriate to validate the Part A Statement and order supplementary disclosure rather than require a profit forecast.

Parties
Applicant: GIO Australia Holdings Limited; First Respondent: AMP Insurance Investment Holdings Pty Ltd; Second Respondent: AMP Limited
Jurisdiction
Australia
Judgment Date
30 November 1998
Procedural Posture
Corporate/takeover Dispute / Judgment and Orders After Contested Hearing (ex Tempore Reasons)
Outcome
Contravention declared but relief granted by validation and supplementary disclosure; further orders made including extension of dispatch date; costs reserved for further submissions.
Legal Topics
Takeovers, Disclosure, Profit Forecasts, Validation of Statements, Supplementary Material
Corporations Law Takeovers Disclosure Profit Forecasts Validation of Statements Supplementary Material

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Parties

GIO Australia Holdings Limited

Applicant

AMP Insurance Investment Holdings Pty Ltd

First Respondent

AMP Limited

Second Respondent

Procedural Posture

Corporate/takeover Dispute / Judgment and Orders After Contested Hearing (ex Tempore Reasons)

Legal Issues

  1. 1 Whether there was contravention of clause 18 of Part A of s 750 of the Corporations Law
  2. 2 Whether a profit forecast should have accompanied the Part A Statement
  3. 3 What remedies/orders are appropriate in light of the contravention

Ratio Decidendi

Although there was a contravention of clause 18 of Part A of s 750 of the Corporations Law due to absence of a profit forecast, considering the reasons and the level of information provided, it was appropriate to validate the Part A Statement and order supplementary disclosure rather than require a profit forecast.

Court Disposition

Contravention declared but relief granted by validation and supplementary disclosure; further orders made including extension of dispatch date; costs reserved for further submissions.

Orders

  • There has been a contravention of clause 18 of Part A of s 750 of the Corporations Law by the Respondent in its Part A Statement registered on 7 September 1998.
  • Notwithstanding the contravention, the Part A Statement is validated ab initio.