Solco Ltd, in the matter of Solco Ltd [2015] FCA 635

Solco Ltd, in the matter of Solco Ltd [2015] FCA 635

The Court granted the extension and validation because Solco's failure to obtain quotation within the original three month period arose after honest reliance on advice that ASX would admit the shares, ASX's concerns had been resolved, ASIC's disclosure concerns were addressed through supplementary prospectuses and withdrawal rights, ASX and ASIC did not object, Solco acted promptly in the circumstances, and no substantial injustice was caused or likely; instead, the orders facilitated the expected commercial outcome for subscribers, shareholders, Urban Group, Solco and creditors.

Jurisdiction
Australia
Judgment Date
24 June 2015
Procedural Posture
Application Under S 1322(4) of the Corporations Act 2001 (cth) for Extension of Time for Admission to Quotation on ASX and Under S 254 E for Validation of Share Issue / Final Hearing; Reasons for Orders Made on 2 June 2015
Outcome
Application granted; orders made extending time and conditionally validating and confirming the share issue.
Legal Topics
['prospectus Share Issue' 'admission to Quotation on Asx' 'extension of Time Under S 1322(4)(d)' 'validation of Share Issue Under S 254 E' 'withdrawal Rights Under Supplementary Prospectus']
['corporations Law' 'securities Law'] ['prospectus Share Issue' 'admission to Quotation on Asx' 'extension of Time Under S 1322(4)(d)' 'validation of Share Issue Under S 254 E' 'withdrawal Rights Under Supplementary Prospectus']

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Procedural Posture

Application Under S 1322(4) of the Corporations Act 2001 (cth) for Extension of Time for Admission to Quotation on ASX and Under S 254 E for Validation of Share Issue / Final Hearing; Reasons for Orders Made on 2 June 2015

Legal Issues

  1. 1 ['Whether the period in ss 723(3)(b) and 724(1)(b)(ii) of the Corporations Act 2001 (Cth) for admission to quotation of securities issued under the Prospectus should be extended under s 1322(4)(d).' 'Whether the issue of shares by Solco pursuant to the Prospectus should be validated and confirmed under s 254E.' 'Whether the conditions for relief under s 1322, including honesty and absence of substantial injustice, were satisfied.']

Ratio Decidendi

The Court granted the extension and validation because Solco's failure to obtain quotation within the original three month period arose after honest reliance on advice that ASX would admit the shares, ASX's concerns had been resolved, ASIC's disclosure concerns were addressed through supplementary prospectuses and withdrawal rights, ASX and ASIC did not object, Solco acted promptly in the circumstances, and no substantial injustice was caused or likely; instead, the orders facilitated the expected commercial outcome for subscribers, shareholders, Urban Group, Solco and creditors.

Court Disposition

Application granted; orders made extending time and conditionally validating and confirming the share issue.

Orders

  • ['Pursuant to section 1322(4)(d) of the Corporations Act 2001 (Cth), the period set out in sub-sections 723(3)(b) and 724(1)(b)(ii) for admission to quotation by ASX Limited of securities of the Plaintiff issued pursuant to the prospectus dated 25 November 2014 be extended to the date which is 2 months after the...