Premier Pacific Pharmaceutical Industries Ltd v Australian Stock Exchange Ltd & Anor [1995] FCA 422

Premier Pacific Pharmaceutical Industries Ltd v Australian Stock Exchange Ltd & Anor [1995] FCA 422

The directors’ letter of 21 March 1995 was a qualified and conditional undertaking, not amounting to a straightforward, unqualified written undertaking to comply with the requirements of the ASX as required by s.1031(7) of the Corporations Law. As such, the statutory deeming provision was not triggered, and permission was not deemed to have been granted. Therefore, the appeal was dismissed.

Parties
Appellant: Premier Pacific Pharmaceutical Industries Limited; First Respondent: Australian Stock Exchange Limited; Second Respondent: ABN AMRO Bank N/V; Amicus Curiae: Australian Securities Commission
Jurisdiction
Australia
Judgment Date
26 June 1995
Procedural Posture
Appeal / Judgment on Appeal From a Single Judge of the Federal Court of Australia
Outcome
Appeal dismissed with costs.
Legal Topics
Prospectus Requirements, Listing of Securities, Stock Exchange Regulation, Statutory Construction
Corporations Law Prospectus Requirements Listing of Securities Stock Exchange Regulation Statutory Construction

Case Brief

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Parties

Premier Pacific Pharmaceutical Industries Limited

Appellant

Australian Stock Exchange Limited

First Respondent

ABN AMRO Bank N/V

Second Respondent

Australian Securities Commission

Amicus Curiae

Procedural Posture

Appeal / Judgment on Appeal From a Single Judge of the Federal Court of Australia

Legal Issues

  1. 1 Whether an undertaking given by directors to comply with ASX listing requirements was sufficient for the purposes of s.1031(7) of the Corporations Law.
  2. 2 Whether the requirements imposed by ASX (e.g., 500 shareholders, each with shares valued at least $2,000) were susceptible to undertaking by directors under the statutory provision.
  3. 3 Distinction between ‘requirement’ and ‘condition’ under s.1031(7).

Ratio Decidendi

The directors’ letter of 21 March 1995 was a qualified and conditional undertaking, not amounting to a straightforward, unqualified written undertaking to comply with the requirements of the ASX as required by s.1031(7) of the Corporations Law. As such, the statutory deeming provision was not triggered, and permission was not deemed to have been granted. Therefore, the appeal was dismissed.

Court Disposition

Appeal dismissed with costs.

Orders

  • The appeal be dismissed with costs.