Resource Surveys Pty Ltd, in the matter of New Hampton Goldfields Ltd v Harmony Gold (Australia) Pty Ltd [2002] FCA 391

Resource Surveys Pty Ltd, in the matter of New Hampton Goldfields Ltd v Harmony Gold (Australia) Pty Ltd [2002] FCA 391

The compulsory acquisition notices were valid. A nominal aggregate cash sum of $1.00 for all options in each class satisfied s 664B(1), even if the arithmetical per-option amount was not itself a payable cash denomination, because there was no obligation to make a separate payment for each security. The compulsory acquisition regime can apply to securities whose fair value is $0.00. The notices gave sufficient information about the procedure required by s 664C(1), although the approved form had potential to mislead about timing. The extension of time was refused because the court rejected Mr Eshuys' explanation for not appreciating the character of the documents, and conjecture about...

Jurisdiction
Australia
Judgment Date
05 April 2002
Procedural Posture
Corporations Proceeding Concerning Compulsory Acquisition Notices for Options / Application for Declaration of Invalidity of Compulsory Acquisition Notices and Extension of Time to Return Objection Forms
Outcome
Application dismissed with costs.
Legal Topics
['compulsory Acquisition' 'takeovers' 'validity of Compulsory Acquisition Notice' 'approved ASIC Form' 'extension of Time' 'corporations Act 2001 (cth) S 1322']
['corporations Law'] ['compulsory Acquisition' 'takeovers' 'validity of Compulsory Acquisition Notice' 'approved ASIC Form' 'extension of Time' 'corporations Act 2001 (cth) S 1322']

Case Brief

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Procedural Posture

Corporations Proceeding Concerning Compulsory Acquisition Notices for Options / Application for Declaration of Invalidity of Compulsory Acquisition Notices and Extension of Time to Return Objection Forms

Legal Issues

  1. 1 ['Whether the compulsory acquisition notices were invalid because the proposed consideration of $1.00 for all options in each class did not comply with s 664B(1) of the Corporations Act 2001 (Cth).' 'Whether the compulsory acquisition provisions apply where securities are alleged to have no value.' 'Whether the notices failed to provide information required by s 664C(1), including information about the compulsory acquisition procedure.' 'Whether the approved form of notice was misleading because it referred to time from receipt without addressing the deeming provision in s 664C(4).' 'Whether Resource Surveys should be granted an extension of time under s 1322(4)(d) to return objection forms.']

Ratio Decidendi

The compulsory acquisition notices were valid. A nominal aggregate cash sum of $1.00 for all options in each class satisfied s 664B(1), even if the arithmetical per-option amount was not itself a payable cash denomination, because there was no obligation to make a separate payment for each security. The compulsory acquisition regime can apply to securities whose fair value is $0.00. The notices gave sufficient information about the procedure required by s 664C(1), although the approved form had potential to mislead about timing. The extension of time was refused because the court rejected Mr Eshuys' explanation for not appreciating the character of the documents, and conjecture about...

Court Disposition

Application dismissed with costs.

Orders

  • ['The application be dismissed.' "The plaintiff pay the defendant's costs of the proceeding."]