333D Limited, in the matter of 333D Limited

The case involves 333D Limited, an ASX-listed company, which applied to the Federal Court for relief concerning the issue and subsequent on-sales of its shares. The company sought relief under sections 1322(4)(a), (d) and (c) of the Corporations Act 2001 (Cth) in respect of 311,159,510 ordinary fully paid shares that were issued on 9 February 2021 and 12 February 2021. The key issues before the court were whether the failure to give notice under section 708A(5)(e) of the Act and the on-sellers' failure to comply with sections 707(3) or 727(1) of the Act would render the sales of the shares invalid and expose the sellers to civil liability.

The court considered the legal framework and the specific provisions of the Corporations Act relevant to the issue and on-sales of the company's shares. It noted that section 708A(6)(a) of the Act requires a five-business-day period to elapse before on-sales of the shares can be made, but this period can be extended by the court. The court determined that the failure to give notice under section 708A(5)(e) of the Act and the on-sellers' failure to comply with sections 707(3) or 727(1) of the Act did not render the sales of the shares invalid. Additionally, the court found that the on-sellers should be relieved from any civil liability arising from the failure to give the required notice and the non-compliance with sections 707(3) or 727(1) of the Act.

In light of its findings, the court made several orders. Firstly, it extended the five-business-day period under section 708A(6)(a) of the Act to the second business day after the entry of the orders. Secondly, it declared that a notice under section 708A(5)(e) of the Act given in respect of the shares within the extended period would be deemed to have been given on 15 February 2021. Thirdly, it declared that the on-sales of the shares were not invalid due to the failure to give the notice under section 708A(5)(e) of the Act or the on-sellers' failure to comply with sections 707(3) or 727(1) of the Act. Fourthly, it relieved the on-sellers from any civil liability in respect of the failure to give the notice under section 708A(5)(e) of the Act or the on-sellers' failure to comply with sections 707(3) or 727(1) of the Act. The court also ordered the company to serve a sealed copy of the orders on relevant parties and provided for the possibility of applications to vary or discharge the orders within 28 days of their publication on the ASX website.