Novonix Limited, in the matter of Novonix Limited

Novonix Limited applied to the Federal Court for orders to validate its offer of securities under a share purchase plan and to extend the time for giving a notice under the ASIC Corporations (Share and Interest Purchase Plans) Instrument 2019/547. The court was required to determine if it had the authority to extend the time limit under the ASIC instrument, if it was just and equitable to grant the orders, and if the granting of the orders would cause substantial injustice to any party. The court found that it had the authority to extend the time limit under the ASIC instrument and that it was just and equitable to grant the orders as Novonix had not withdrawn the offer before the hearing, had not issued any shares under the plan, and the granting of the orders would not cause substantial injustice to any party. The court made orders extending the time for giving the notice and validating the offer of securities and distribution of an application form pursuant to the share purchase plan.

The court considered the policy behind section 1322 of the Corporations Act 2001 (Cth) and found that it was remedial in character and should be given a liberal construction. The court also considered the surrounding facts and circumstances of the transaction and found that it was just and equitable to grant the orders. The court noted that the broad policy behind section 1322 was not to inflict unnecessary liability or inconvenience or invalidate transactions because of non-compliance with the requirements of the Act where such non-compliance was the product of honest error or inadvertence and where the court can avoid its effects without prejudice to third parties or to the public interest in compliance with the law. The court also considered the interests of all parties affected and the public interest in ensuring compliance with statute law and company constitutions. The court found that Novonix had not shown a blatant disregard of the provisions of the Act or the constitution of the company and that the granting of the orders would not undermine the requirements of the Act.