Pancontinental Mining Ltd v Goldfields Ltd

In the Federal Court of Australia, Pancontinental Mining Limited, the applicant, challenged Goldfields Limited, the respondent, over compliance with the Corporations Law regarding a Part A Statement issued in relation to a takeover bid. The applicant sought a declaration that the Part A Statement contravened clauses 17 and 18 of section 750 of the Corporations Law and sought an order to prevent the respondent from distributing the Part A Statement to shareholders unless it was accompanied by a Supplementary Information Memorandum. The court was required to determine whether the Part A Statement complied with the statutory requirements and whether the supplementary information provided by the respondent was sufficient to remedy any deficiencies.

The court examined the supplementary information provided by the respondent and found that it sufficiently addressed the deficiencies in the Part A Statement with one exception. The court noted that while the supplementary information booklet justified the assumed value of $3.30 and outlined various exercises to test this value, it lacked an earnings and dividend forecast for the year ended 30 June 1995. The court concluded that this forecast could be incorporated into the supplementary information without further court intervention. The court held that the Part A Statement contravened clauses 17 and 18 of section 750 of the Corporations Law but could be validated if accompanied by the Supplementary Information Memorandum with the additional forecast. The respondent was restrained from distributing the Part A Statement unless it met these conditions. The respondent was also ordered to pay two-thirds of the applicant's costs of the application.

The court made a declaration that the Part A Statement had effect as if it did not contravene section 750 of the Corporations Law, provided that the Supplementary Information Memorandum was served on the applicant and distributed to shareholders simultaneously with the Part A Statement. The respondent was ordered to include the necessary earnings and dividend forecast in the Supplementary Information Memorandum. The court reserved liberty to apply regarding the notice of motion referred to earlier. Exhibits were to be returned, and there was no order as to the costs of the cross-claim.