RinRim Pty Ltd v Deutsche Bank AG [2016] NSWSC 1377

RinRim Pty Ltd v Deutsche Bank AG [2016] NSWSC 1377

The plaintiff had no right to be accelerated into the Institutional Offer. The Project Poppins Letter did not impose binding obligations on the defendants before execution of the Underwriting Agreement to identify or contact the plaintiff, and the Underwriting Agreement left discretion with Primary and/or the joint lead managers as to which qualifying investors would receive an Institutional Entitlement Offer. Having regard to the salient features, including the contractual setting, the commercial underwriting context, the absence of vulnerability, the difficulty and indeterminacy of the alleged class of exempt investors, the social utility of AREOs, and the fact that share price movement...

Jurisdiction
Australia
Judgment Date
07 October 2016
Procedural Posture
Commercial List Proceeding for Damages in Negligence and Misleading or Deceptive Conduct Arising From an Accelerated Renounceable Entitlement Offer / Principal Judgment After Hearing
Outcome
Plaintiff's claims dismissed with costs.
Legal Topics
['accelerated Renounceable Entitlement Offer' 'underwriting' 'pure Economic Loss' 'novel Duty of Care' 'salient Features' 'shareholder Participation in Institutional Offer' 'causation' 'financial Services Conduct']
['banking and Finance' 'negligence' 'misleading or Deceptive Conduct' 'corporations Law'] ['accelerated Renounceable Entitlement Offer' 'underwriting' 'pure Economic Loss' 'novel Duty of Care' 'salient Features' 'shareholder Participation in Institutional Offer' 'causation' 'financial Services Conduct']

Case Brief

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Procedural Posture

Commercial List Proceeding for Damages in Negligence and Misleading or Deceptive Conduct Arising From an Accelerated Renounceable Entitlement Offer / Principal Judgment After Hearing

Legal Issues

  1. 1 ['Whether Primary and the joint lead managers owed the plaintiff a duty of care to invite it into the Institutional Offer or notify it that it could contact the joint lead managers to seek inclusion.' 'Whether any such duty was breached by failing to identify or contact the plaintiff or provide it with the Procedures Manual or notice of the alleged mechanism for inclusion.' 'Whether the plaintiff would have sought inclusion in the Institutional Offer and renounced its entitlements if contacted or notified.' "Whether the defendants' conduct or omissions were misleading or deceptive or likely to mislead or deceive." 'Whether the plaintiff suffered recoverable economic loss by having its entitlements dealt with in the Retail Offer and Retail Bookbuild rather than the Institutional Offer and Institutional Bookbuild.']

Ratio Decidendi

The plaintiff had no right to be accelerated into the Institutional Offer. The Project Poppins Letter did not impose binding obligations on the defendants before execution of the Underwriting Agreement to identify or contact the plaintiff, and the Underwriting Agreement left discretion with Primary and/or the joint lead managers as to which qualifying investors would receive an Institutional Entitlement Offer. Having regard to the salient features, including the contractual setting, the commercial underwriting context, the absence of vulnerability, the difficulty and indeterminacy of the alleged class of exempt investors, the social utility of AREOs, and the fact that share price movement...

Court Disposition

Plaintiff's claims dismissed with costs.

Orders

  • ["The plaintiff's claims in the Second Further Amended Commercial List Statement are dismissed." "The plaintiff is to pay the defendants' costs of the proceedings." 'These orders will be entered on 12 October 2016 unless the parties make an application to be heard on costs prior to that date by contacting my...