Warrego Energy Limited, in the matter of Warrego Energy Limited [2020] FCA 1368

Warrego Energy Limited, in the matter of Warrego Energy Limited [2020] FCA 1368

The plaintiff's inadvertent failure to lodge a cleansing notice in respect of the second tranche of shares, coupled with prompt remedial action, honest conduct, and absence of substantial injustice, warrants granting of relief under s 1322(4) of the Corporations Act.

Parties
Plaintiff: Warrego Energy Limited
Jurisdiction
Australia
Judgment Date
18 September 2020
Procedural Posture
Application for Declaratory Relief / Final Determination
Outcome
Relief granted
Legal Topics
Cleansing Notice, Disclosure Requirements, Civil Liability Relief, Curative Relief
Corporations Law Cleansing Notice Disclosure Requirements Civil Liability Relief Curative Relief

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Parties

Warrego Energy Limited

Plaintiff

Procedural Posture

Application for Declaratory Relief / Final Determination

Legal Issues

  1. 1 Whether inadvertent failure to lodge a cleansing notice invalidated sale or offer for sale of shares issued
  2. 2 Whether persons involved are to be relieved of civil liability for contraventions resulting from failure to lodge cleansing notice

Ratio Decidendi

The plaintiff's inadvertent failure to lodge a cleansing notice in respect of the second tranche of shares, coupled with prompt remedial action, honest conduct, and absence of substantial injustice, warrants granting of relief under s 1322(4) of the Corporations Act.

Court Disposition

Relief granted

Orders

  • It is declared under s 1322(4)(a) of the Corporations Act 2001 (Cth) that any sale or offer for sale of the relevant securities between 22 July 2020 and 3 August 2020 is not invalid by reason of the failure to give a cleansing notice or prospectus or consequent breaches.
  • It is declared under s 1322(4)(c) that any person who sold or offered for sale the relevant securities in that period is relieved from civil liability for contraventions due to the failure to give the notice, including under ss 707(3) and 727(1).