Re Black Hill Minerals Ltd

[1993] FCA 723

7 2 3      93

JUDGMENT No. ........ ........ ,. I ..,..,.,.,..

. - . - - - -

-- . -- . - - - - .

- - -

.- . .

- - - - - i !.

IN THE FEDERAL COURT OF AUSTRALIA )

,

VICTORIA DISTRICT REGISTRY No. VG 3263 of 1993

I , ,

GENERAL DIVISION	1	I
B E T W E E N :	!

Re: BLACK HILL MINERALS LIMITED i,.

Applicant

JUDGE :	Heerey J
m:	22 September 1993
PLACE :	Melbourne

REASONS FOR JUDGMENT

f

The applicant seeks under s.l322(4)(d) of the Corporations Law

I .

an extension of the time for doing an act, matter or thing, or	1-
instituting or _taking any-proceeding under the law, or in -
relation to a corporation. The matter arose in this way. The	, .
applicant on 11 May 1993 despatched offers for all the shares	I
<.
in Monarch NL.	That offer was extended by three notices of

variation to 11 September 1993.

i

i

i

On Thursday, 9 September, the applicant sought to extend the	, -
period of the offer to 11 October. There was some problem	I
I
obtaining signatures to the variation, and although the	,
variation was lodged with the Australian Securities Commission	I-
l
as required by s.659, before 5.00 pm on that day, the fees	5 :
>L
were not paid until half an hour later. The Commission,	I.
i
relying on s.1355 of the Law, declined to register the	I
variation.
I was told that more than 90 per cent of the offerees had	, .

accepted the offer and thus the conditions for compulsory

acquisition of the rest of the remainder had been satisfied.	r 1 t ;
The reason for the extension of the time is that the target	l l .'
r ~
company has options on issue which may be exercised within the	I.
next few months, but until those options are exercised the
option holders will not be entitled to benefit from the	j.
takeover bid.	I "
:
I

It seems to me the requirements of s.l322(6)(c)	are satisfied,	I -
in that no substantial injustice has been, or is likely to be	1	-

caused to any person.	The shareholders in the target company
are either persons who have already accepted the offer or	t -
those who are in any case. subject. to compulsory acquisition.
The target company did not object to the takeover bid in the
first place. The application is supported by the Australian
Securities Commission, or any any rate not opposed, and it	I-
, .

does not appear to me that there are any other circumstances	-	I .
I_
which could cause injustice to any person.	I '
I-

l..

So I declare that the period within which the applicant may	1 . i
vary the offers by extending the period, pursuant to s.656 of	!:
!
the Corporations Law be extended to 24 September 1993.	I .

I certify that this and the

preceding two (2) pages are a true copy of the reasons for judgment of his- Honour

Mr Justice Heerey.

Dated: 22 September 1993

Associat

Appearances

Counsel for the applicant:	Mr D Gilbertson
Solicitor for the applicant:	Corrs Chambers Westgarth
Date of hearing:	22 September 1993