Re Golden Gate Petroleum Ltd - [2004] FCA 1119

FEDERAL COURT OF AUSTRALIA
Golden Gate Petroleum Ltd (ACN 090 074 785) [2004] FCA 1119
CORPORATIONS – application for validation of share issue – where the time described in disclosure document for application for admission of securities to quotation on financial market not observed – construction of relevant provisions of Corporations Act 2001 (Cth)
Corporations Act 2001 (Cth) ss 254E, 711(5), 723, 724, 727(4), 728, 737(1), 738, 739, 741, 1322
Harman v Energy Research Group Australia Limited [1986] WAR 123 cited
Morton v Hampson [1962] VR 364 cited
Re Insurance Australia Group Ltd (2003) 128 FCR 581 cited
Swan Brewery Co Ltd (No.2) (1976) 3 ACLR 168 cited
IN THE MATTER OF GOLDEN GATE PETROLEUM LTD (ACN 090 074 785)
W114 OF 2004
LEE J
4 JUNE 2004
PERTH

IN THE FEDERAL COURT OF AUSTRALIA

WESTERN AUSTRALIA DISTRICT REGISTRY

W114 OF 2004

IN THE MATTER OF GOLDEN GATE PETROLEUM LTD (ACN 090 074 785)

GOLDEN GATE PETROLEUM LTD (ACN 090 074 785)

APPLICANT

JUDGE:

LEE J

DATE OF ORDER:

4 JUNE 2004

WHERE MADE:

PERTH

THE COURT ORDERS THAT:
1.The issue of shares by the applicant pursuant to the 7 July Prospectus is hereby validated and confirmed pursuant to s 254E(1) of the Corporations Act.
2.The issue of shares by the applicant pursuant to the 11 August Prospectus is hereby validated and confirmed pursuant to s 254E(1) of the Corporations Act.
3.The issue of options by the applicant pursuant to the 7 July Prospectus is not invalid by reason of any contravention of s 723 or s 724 of the Corporations Act.
4.The issue of options by the applicant pursuant to the 11 August Prospectus is not invalid by reason of any contravention of s 723 or s 724 of the Corporations Act.
5.The period set out in subss 723(3)(a) and 724(1)(b)(i) of the Corporations Act for the applicant to have applied to the ASX for the admission to quotation of the securities pursuant to the 7 July Prospectus be extended:
(a)to 15 July 2003, in respect of 5,000,000 shares and options the subject of the 7 July Prospectus; and
(b)to 11 August 2003, in respect of 2,5000,000 shares and options the subject of oversubscriptions accepted by the applicant under the 7 July Prospectus.

6.The period set in subss 723(3)(a) and 724(1)(b)(i) of the Corporations Act for the applicant to have applied to the ASX for the admission to quotation of the securities pursuant to the 11 August Prospectus be extended to four days after the pronouncement of this order.
7.The period set out in subss 723(3)(b) and 724(1)(b)(ii) of the Corporations Act for the admission to quotation on the financial market operated by the ASX of the securities issued pursuant to the 11 August 2003 Prospectus be extended to 14 days after the pronouncement of this order.
8.The applicant forthwith lodge a copy of these orders with the Australian Securities & Investments Commission (“ASIC”).
9.The applicant forthwith make an announcement to the ASX disclosing the terms…

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 Re Golden Gate Petroleum 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: [2004] FCA 1119
Decision Date: 4 JUNE 2004

CaseChat Overview and Summary

The case before the court involved Golden Gate Petroleum Ltd, who applied for various orders under the Corporations Act. The company sought validation and confirmation of its issuance of shares and options as per two separate prospectuses dated 7 July and 11 August. The court was required to determine the validity of these issuances and whether there were any contraventions of specific sections of the Corporations Act. Additionally, the company sought extensions for certain time periods related to the admission of these securities to quotation on the Australian Securities Exchange (ASX).

The primary legal issues before the court were whether the issuances of shares and options by Golden Gate Petroleum Ltd were valid and whether there had been any contravention of sections 723 and 724 of the Corporations Act. Furthermore, the court had to consider whether the periods prescribed for applying for the admission of these securities to quotation on the ASX should be extended. The court also needed to decide whether the company could be granted relief from potential injustice that might result from the orders under consideration.

In its ruling, the court confirmed the validity and confirmed the issuance of shares and options by Golden Gate Petroleum Ltd as per the two prospectuses. The court held that there were no contraventions of sections 723 and 724 of the Corporations Act regarding the issuance of options. The court further extended the time periods within which the company had to apply for the admission of these securities to quotation on the ASX. Additionally, the court mandated that the company lodge a copy of the orders with the Australian Securities & Investments Commission (ASIC) and make an announcement to the ASX regarding the terms of these orders. The court also provided a period during which certain individuals could apply to vary or discharge the orders and granted the company the liberty to apply to vary these orders with appropriate notice to ASIC.

The final orders of the court validated and confirmed the issuance of shares and options by Golden Gate Petroleum Ltd as per the 7 July and 11 August prospectuses. The court also extended the time frames for applying for the admission of these securities to quotation on the ASX. The company was required to lodge the orders with ASIC and make a public announcement. Additionally, specific individuals were granted the right to apply to vary or discharge the orders within a certain period, and the company was given liberty to apply to vary these orders with prior notice to ASIC.

Orders

Orders of the court

1. The issue of shares by the applicant pursuant to the 7 July Prospectus is hereby validated and confirmed pursuant to s 254E(1) of the Corporations Act.

2. The issue of shares by the applicant pursuant to the 11 August Prospectus is hereby validated and confirmed pursuant to s 254E(1) of the Corporations Act.

3. The issue of options by the applicant pursuant to the 7 July Prospectus is not invalid by reason of any contravention of s 723 or s 724 of the Corporations Act.

4. The issue of options by the applicant pursuant to the 11 August Prospectus is not invalid by reason of any contravention of s 723 or s 724 of the Corporations Act.

5. The period set out in subss 723(3)(a) and 724(1)(b)(i) of the Corporations Act for the applicant to have applied to the ASX for the admission to quotation of the securities pursuant to the 7 July Prospectus be extended:

(a) to 15 July 2003, in respect of 5,000,000 shares and options the subject of the 7 July Prospectus; and

(b) to 11 August 2003, in respect of 2,5000,000 shares and options the subject of oversubscriptions accepted by the applicant under the 7 July Prospectus.

6. The period set in subss 723(3)(a) and 724(1)(b)(i) of the Corporations Act for the applicant to have applied to the ASX for the admission to quotation of the securities pursuant to the 11 August Prospectus be extended to four days after the pronouncement of this order.

7. The period set out in subss 723(3)(b) and 724(1)(b)(ii) of the Corporations Act for the admission to quotation on the financial market operated by the ASX of the securities issued pursuant to the 11 August 2003 Prospectus be extended to 14 days after the pronouncement of this order.

8. The applicant forthwith lodge a copy of these orders with the Australian Securities & Investments Commission (“ASIC”).

9. The applicant forthwith make an announcement to the ASX disclosing the terms of these orders.

10. For a period of 28 days from the date of these orders, the following persons have liberty to apply to vary or discharge the orders:

(a) any person whose interests have been or may be affected by the orders of validation and confirmation made pursuant to s 254E of the Corporations Act;

(b) any person to whom substantial injustice has been or is likely to be caused in respect of the orders made pursuant to s 1322 of the Corporations Act for extension or declaring that the issue of options are not invalid.

11. The applicant have liberty to apply to vary these orders upon first giving 48 hours prior written notice to the ASIC.

Background

Background to the litigation

Full text does not contain this section.

Evidence

Evidence Before The Court

Full text does not contain this section.

Decision

Reasons for decision

LEE J

Full text does not contain this section.

Ratio Decidendi

Legal Principle Established

Established by: LEE J

Full text does not contain this section.

IN THE FEDERAL COURT OF AUSTRALIA
WESTERN AUSTRALIA DISTRICT REGISTRY	W114 OF 2004

JUDGE:	LEE J
DATE OF ORDER:	4 JUNE 2004
WHERE MADE:	PERTH