Wooboard Technologies Limited, in the matter of Wooboard Technologies Limited [2021] FCA 445

Wooboard Technologies Limited, in the matter of Wooboard Technologies Limited [2021] FCA 445

Because the failure to comply with the disclosure requirements for the second tranche was not dishonest, prompt corrective steps were taken, required disclosure had since been given, ASIC and ASX Limited raised no concern, there was no indication of real or substantial prejudice or substantial injustice, and it was just and equitable to grant relief, the Court made orders validating relevant offers for sale or sales and relieving sellers from civil liability.

Jurisdiction
Australia
Judgment Date
29 April 2021
Procedural Posture
Corporations Application for Remedial Orders Pursuant to S 1322(4) of the Corporations Act 2001 (cth) / Application Heard and Orders Made
Outcome
Remedial orders made; no order as to costs.
Legal Topics
['disclosure Requirements for Securities' 'cleansing Notice' 'secondary Trading' 'remedial Orders' 'validation Orders' 'civil Liability Relief']
['corporations Law'] ['disclosure Requirements for Securities' 'cleansing Notice' 'secondary Trading' 'remedial Orders' 'validation Orders' 'civil Liability Relief']

Case Brief

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Procedural Posture

Corporations Application for Remedial Orders Pursuant to S 1322(4) of the Corporations Act 2001 (cth) / Application Heard and Orders Made

Legal Issues

  1. 1 ['Whether offers for sale or sales of 727,792,666 ordinary shares issued on 1 April 2021 should be declared not invalid despite failure to issue a cleansing notice or prospectus before on-sale.' 'Whether sellers of the shares should be relieved from civil liability arising out of contraventions of s 707(3) and s 727(1) of the Corporations Act.' 'Whether the failure to comply with disclosure requirements was dishonest, whether it was just and equitable to make the orders, and whether substantial injustice would result.']

Ratio Decidendi

Because the failure to comply with the disclosure requirements for the second tranche was not dishonest, prompt corrective steps were taken, required disclosure had since been given, ASIC and ASX Limited raised no concern, there was no indication of real or substantial prejudice or substantial injustice, and it was just and equitable to grant relief, the Court made orders validating relevant offers for sale or sales and relieving sellers from civil liability.

Court Disposition

Remedial orders made; no order as to costs.

Orders

  • ["Pursuant to s 1322(4)(a) of the Corporations Act (Cth), it is declared that any offer for sale or sale of the quoted securities, being 727,792,666 ordinary shares in the plaintiff during the period from the date of their issue on 1 April 2021 until 15 April 2021 is not invalid by reason of the seller's failure to...