CITATION: RE NANOVEU LTD; EX PARTE NANOVEU LTD [2024] WASC 329
CORAM: STRK J
HEARD: 19 MARCH 2024
DELIVERED : 19 MARCH 2024
PUBLISHED : 9 SEPTEMBER 2024
FILE NO/S: COR 37 of 2024
MATTER: IN THE MATTER OF NANOVEU LTD
EX PARTE
NANOVEU LTD
Plaintiff
Catchwords:
Corporations law - Securities - Application for relief pursuant to s 1322(4)(d) of the Corporations Act 2001 (Cth) - Application for an order extending the period for issuing a cleansing notice or prospectus under s 708A of the Corporations Act 2001 (Cth) - Shares issued without a cleansing notice or prospectus - Where failure is inadvertent and there is no blatant or flagrant disregard of obligations - Where statutory precondition is met and there is no other discretionary reason to withhold relief
Corporations law - Financial reporting - Application for relief pursuant to s 1322(4)(d) of the Corporations Act 2001 (Cth) - Application for an order extending the period for lodging with the Australian Securities and Investments Commission half-year financial report, director's report and auditor's report under s 320(1) of the Corporations Act 2001 (Cth) - Lodgement delayed - Where no blatant or flagrant disregard of obligations - Where statutory preconditions are met and there is no other discretionary reason to withhold relief
Corporations law - Securities - Application for relief pursuant to s 1322(4)(a) of the Corporations Act 2001 (Cth) - Deeming orders - Offering of securities for sale without proper disclosure - Prescriptive requirements met - Where statutory precondition is met and there is no other discretionary reason to withhold relief
Legislation:
Corporations Act 2001 (Cth) s 1322 Rules of the Supreme Court 1971 (WA)
[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.
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AGLC
Re Nanoveu Ltd [2024] WASC 329
Case
[2024] WASC 329
Decision Date
CaseChat Overview and Summary
Nanoveu Ltd sought relief from the Court under the Corporations Act 2001 (Cth), requesting extensions for the issuance of a cleansing notice or prospectus, the lodging of financial reports, and deeming orders for securities offered without proper disclosure. The company had issued shares without a cleansing notice or prospectus, delayed lodging financial reports, and offered securities without full disclosure, all of which were inadvertent and not due to blatant disregard of obligations.
The Court considered whether statutory preconditions were met and whether there were any discretionary reasons to withhold relief. The Court determined that Nanoveu Ltd had met the statutory requirements and that there were no other discretionary reasons to withhold relief. The failure was inadvertent, and there was no flagrant disregard of the obligations under the Act.
The Court granted Nanoveu Ltd relief by extending the periods for issuing a cleansing notice or prospectus, lodging financial reports, and allowing deeming orders for the securities offered without proper disclosure. The Court's decision was based on the inadvertent nature of the failures and the absence of other discretionary reasons to withhold relief. The orders provided Nanoveu Ltd with the necessary flexibility to comply with its obligations under the Corporations Act.