Oldfields Holdings Limited Re [2009] NSWSC 1220

Oldfields Holdings Limited Re [2009] NSWSC 1220

The Court was satisfied that Oldfields' failure to give the cleansing notice within time was inadvertent, that steps to regularise the position were taken within a reasonable period once the defect was appreciated, and that allowing the application would not cause substantial injustice to any person. The Court accepted that the authorities on analogous s 708A cleansing notice failures were apt by analogy to s 708AA, notwithstanding the additional control-effect disclosure requirement for rights issues, and therefore made remedial orders under s 1322(4).

Jurisdiction
Australia
Judgment Date
12 November 2009
Procedural Posture
Corporations Application Under S 1322(4)(d) of the Corporations Act 2001 (cth) / Ex Parte Application for Remedial Orders Extending Time to Give Notice to ASX Under S 708 Aa(2)(f)
Outcome
Remedial orders made as sought.
Legal Topics
['rights Issue' 'cleansing Notice' 'extension of Statutory Time' 'irregularities Under S 1322' 'disclosure to Investors' 'substantial Injustice']
['corporations Law'] ['rights Issue' 'cleansing Notice' 'extension of Statutory Time' 'irregularities Under S 1322' 'disclosure to Investors' 'substantial Injustice']

Case Brief

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Procedural Posture

Corporations Application Under S 1322(4)(d) of the Corporations Act 2001 (cth) / Ex Parte Application for Remedial Orders Extending Time to Give Notice to ASX Under S 708 Aa(2)(f)

Legal Issues

  1. 1 ['Whether the Court should make an order under s 1322(4)(d) extending the time for Oldfields Holdings Limited to give a cleansing notice to the ASX under s 708AA(2)(f) of the Corporations Act 2001 (Cth).' 'Whether the failure to lodge the cleansing notice within the statutory period was inadvertent and steps to regularise the position were taken within a reasonable period.' 'Whether making remedial orders would cause substantial injustice to any person.' 'Whether the approach taken in cases concerning s 708A cleansing notices was analogous to the failure to comply with s 708AA(2)(f) for a rights issue.']

Ratio Decidendi

The Court was satisfied that Oldfields' failure to give the cleansing notice within time was inadvertent, that steps to regularise the position were taken within a reasonable period once the defect was appreciated, and that allowing the application would not cause substantial injustice to any person. The Court accepted that the authorities on analogous s 708A cleansing notice failures were apt by analogy to s 708AA, notwithstanding the additional control-effect disclosure requirement for rights issues, and therefore made remedial orders under s 1322(4).

Court Disposition

Remedial orders made as sought.

Orders

  • ['The Court grants leave to the plaintiff Oldfields Holdings Pty Limited to file in court an originating process in the form initialled and dated 10 November 2009.' 'The Court makes orders in terms of paragraph 2 of the originating process.' 'The Court makes orders in terms of paragraph 3 of the originating...