Pancontinental Mining Ltd v Goldfields Ltd - [1995] FCA 197

CORPORATIONS LAW - takeover - Part A Statement - no matters of principle discussed.

PANCONTINENTAL MINING LIMITED (ACN 009 712 092) v
GOLDFIELDS LIMITED (ACN 008 560 978)

No NG 3114 of 1995

Tamberlin J
Sydney
5 April 1995

IN THE FEDERAL COURT OF AUSTRALIA )
NEW SOUTH WALES DISTRICT REGISTRY )    No. NG 3114 of 1995
GENERAL DIVISION                 )

BETWEEN:               PANCONTINENTAL MINING
  LIMITED
  (ACN 009 712 092)
  Applicant

AND:                   GOLDFIELDS LIMITED
  (ACN 008 560 978)
  Respondent

CORAM:       TAMBERLIN J
PLACE:       SYDNEY
DATED:       5 APRIL 1995

MINUTE OF ORDERS

THE COURT MAKES THE FOLLOWING DECLARATIONS AND ORDERS:

The Part A Statement contravenes clauses 17 and 18 of s 750 of the Corporations Law.

The respondent is restrained from despatching copies of the Part A Statement of 27 February 1995 served on the applicant by the respondent on 1 March 1995 ("the Part A Statement") to shareholders in the applicant unless copies of that Part A Statement are accompanied by a Supplementary Information Memorandum substantially in the form of the document which is Annexure A to the short minutes of order supplied by the respondent ("Supplementary Information Memorandum") and unless such Memorandum is expanded to include an earnings and dividend forecast for the year ended 30 June 1995.
On the Cross-Claim, the Court declares that the Part A Statement has effect and at all times shall have had the effect as if it did not contravene s 750 of the Corporations Law provided that:

(a)a copy of the Supplementary Information Memorandum as expanded is served on the applicant on or before 4pm on 11 April 1995;

(b)a copy of the Supplementary Information Memorandum as expanded is despatched to shareholders in the applicant at the same time that a copy of the Part A Statement is despatched to those shareholders.

The respondent pay two-thirds of the applicant's costs of the application.

There is no order as to the costs of the Cross-Claim.

Exhibits are to be returned.

Liberty to apply is reserved on the question of the notice of motion referred to this morning.

NOTE: Settlement and entry of orders is dealt with in accordance with Order 36 of the Federal Court Rules.

IN THE FEDERAL COURT OF AUSTRALIA )
NEW SOUTH WALES DISTRICT REGISTRY ) No. NG 3114 of 1995 GENERAL DIVISION )

BETWEEN:          PANCONTINENTAL MINING
  LIMITED
  (ACN 009 712 092)
  Applicant

AND:              GOLDFIELDS LIMITED
  (ACN 008 560 978)
  Respondent

CORAM:       TAMBERLIN J
PLACE:       SYDNEY
DATED:       5 APRIL 1995

REASONS FOR JUDGMENT

In this matter I indicated in my reasons for judgment delivered last Friday that further information was required to be furnished by Goldfields Limited ("Goldfields") to make good the material omissions in the Part A Statement. As a result, Goldfields has prepared a supplementary information booklet designed to meet these shortcomings. It is a 24 page document to which is attached a report from Coopers & Lybrand (Securities) Limited entitled "Directors' Forecasts for Goldfields" and there is also a draft covering letter…

Grounds of appeal

[14] The appellant contends that the primary judge erred in finding that the respondent had discharged the onus of establishing the matters required under the relevant provision.

[15] It was submitted that his Honour failed to give adequate weight to the evidence of the second witness, and that the findings of fact were not reasonably open on the material before the Court.

[16] The respondent, for its part, submits that no error is disclosed, and that the conclusions reached were well within the range of outcomes available to the primary judge.

Consideration

[17] It is convenient to deal first with the question of construction, as the resolution of that issue informs the remaining grounds advanced by the appellant.

[18] For the reasons that follow, we are of the view that the appeal should be allowed in part and the matter remitted for further determination.

Keep reading for free

Create a free CaseChat account to read Pancontinental Mining Ltd v Goldfields Ltd and more:

Read every judgment in full
Ask AI and get answers linked to paragraphs
See how each paragraph was cited in later cases
Download judgments as PDF or Word

Continue with Google

One click creates your free account or signs you in.

By continuing you agree to the Terms and Privacy Policy.

Details

Case: [1995] FCA 197
Decision Date: 5 APRIL 1995

CaseChat Overview and Summary

In the matter of Pancontinental Mining Ltd v Goldfields Ltd, the applicant, Pancontinental Mining, sought a declaration that the Part A Statement issued by the respondent, Goldfields, contravened sections 17 and 18 of the Corporations Law. The court was also required to determine whether the Part A Statement should be validated by the court, provided that certain conditions were met. The dispute centred around the adequacy of the information provided in the Part A Statement regarding the takeover bid made by Goldfields for Pancontinental.

The legal issues before the court included whether the Part A Statement contravened the requirements of the Corporations Law, and if so, whether the court should validate the statement subject to the provision of additional information. The court had to assess the sufficiency of the supplementary information provided by Goldfields to address the deficiencies in the Part A Statement and determine if this information was adequate to enable shareholders to make an informed decision.

The court found that the Part A Statement did indeed contravene sections 17 and 18 of the Corporations Law. However, it also held that the Part A Statement could be validated, provided that Goldfields provided a Supplementary Information Memorandum to the shareholders of Pancontinental, which included an earnings and dividend forecast for the year ended 30 June 1995. The court further ordered that Goldfields pay two-thirds of Pancontinental’s costs of the application. The court made no order as to the costs of the Cross-Claim. The respondent was also restrained from despatching copies of the Part A Statement to shareholders unless accompanied by the Supplementary Information Memorandum.

Orders