THC Global Group Limited, in the matter of THC Global Group Limited [2020] FCA 1371

THC Global Group Limited, in the matter of THC Global Group Limited [2020] FCA 1371

Relief under ss 1322(4)(a) and 1322(4)(c) was granted because the failure to lodge a cleansing notice for the Placement Shares was inadvertent, the plaintiff and relevant sellers acted honestly, it was just and equitable to grant the declarations, a cleansing notice could have been lodged, the market was not deprived of information it should have had, and no substantial injustice had been or was likely to be caused.

Jurisdiction
Australia
Judgment Date
22 September 2020
Procedural Posture
Application for Curative Declaratory Relief Under Ss 1322(4)(a) and 1322(4)(c) of the Corporations Act 2001 (cth) / Final Orders After Hearing
Outcome
Application granted.
Legal Topics
['cleansing Notice' 'share Placement' 'disclosure Requirements' 'curative Relief' 'civil Liability']
['corporations Law'] ['cleansing Notice' 'share Placement' 'disclosure Requirements' 'curative Relief' 'civil Liability']

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Procedural Posture

Application for Curative Declaratory Relief Under Ss 1322(4)(a) and 1322(4)(c) of the Corporations Act 2001 (cth) / Final Orders After Hearing

Legal Issues

  1. 1 ['Whether offers for sale of the Placement Shares should be declared not invalid despite the failure to lodge a cleansing notice or prospectus before sale.' 'Whether sellers of the Placement Shares should be relieved from civil liability arising out of any contravention of ss 707(3) and 727(1) of the Corporations Act 2001 (Cth).' 'Whether the requirements of s 1322(6) of the Corporations Act 2001 (Cth) were satisfied, including honesty and absence of substantial injustice.']

Ratio Decidendi

Relief under ss 1322(4)(a) and 1322(4)(c) was granted because the failure to lodge a cleansing notice for the Placement Shares was inadvertent, the plaintiff and relevant sellers acted honestly, it was just and equitable to grant the declarations, a cleansing notice could have been lodged, the market was not deprived of information it should have had, and no substantial injustice had been or was likely to be caused.

Court Disposition

Application granted.

Orders

  • ['Pursuant to s 1322(4)(a) of the Corporations Act 2001 (Cth), it is declared in respect of the 22,003,331 ordinary fully paid shares in THC Global Corporation Limited issued on 29 June 2020 that any offer for sale of the Placement Shares during the period 29 June 2020 until 21 September 2020 is not invalid by...