Re TMK Energy Ltd
[2022] WASC 307
•13 SEPTEMBER 2022
JURISDICTION : SUPREME COURT OF WESTERN AUSTRALIA
IN CHAMBERS
CITATION: RE TMK ENERGY LTD; EX PARTE TMK ENERGY LTD [2022] WASC 307
CORAM: HILL J
HEARD: 22 AUGUST 2022
DELIVERED : 22 AUGUST 2022
PUBLISHED : 13 SEPTEMBER 2022
FILE NO/S: COR 152 of 2022
MATTER: IN THE MATTER OF TMK ENERGY LTD
EX PARTE
TMK ENERGY LIMITED
Plaintiff
Catchwords:
Corporations law - Securities - Application for orders extending the period for lodging cleansing notices under s 708A of the Corporations Act 2001 (Cth) - Application for declaratory relief to validate trading in securities issued without a valid cleansing prospectus - Five instances of securities being issued without a valid cleansing notice - Where no blatant or flagrant disregard of obligations - Where no substantial injustice if orders made - Application granted
Legislation:
Corporations Act 2001 (Cth) s 707(3), s 708A, s 1322(4)
Result:
Application granted
Category: B
Representation:
Counsel:
| Plaintiff | : | M F Holler & A W Bartlett |
Solicitors:
| Plaintiff | : | Steinepreis Paganin |
Cases referred to in decision:
Blaze Asset Pty Ltd v Target Energy Ltd [2009] FCA 698; (2009) 177 FCR 488
Re Austpac Resources NL [2010] NSWSC 1438
Re Bellevue Gold Ltd [2021] WASC 80
Re Caeneus Minerals Ltd [2018] FCA 560
Re Classic Minerals Ltd [2018] FCA 2039
Re G8 Communications Ltd [2016] FCA 297; (2016) 112 ACSR 22
Re Golden Gate Petroleum Ltd [2010] FCA 40; (2010) 77 ACSR 17
Re Helios Energy Ltd [2017] FCA 840; (2017) 122 ACSR 174
Re ICandy Interactive Ltd [2018] FCA 533; (2018) 125 ACSR 369
Re Imdex Ltd [2020] WASC 298
Re Jaxsta Ltd; Ex parte Jaxsta Ltd [2018] WASC 390
Re Metalicity Ltd [2020] WASC 387
Re Wave Capital Ltd [2003] FCA 969; (2003) 47 ACSR 418
Weinstock v Beck [2013] HCA 14; (2013) 251 CLR 396
HILL J:
On 18 August 2022, the plaintiff, TMK Energy Limited (TMK), filed an originating process seeking orders under s 1322(4)(a) and s 1322(4)(d) of the Corporations Act 2001 (Cth) (Act) relating to contraventions of s 708A(5)(e) and s 707(3) of the Act. The contraventions occurred as a result of five issues of shares in the plaintiff between 31 October 2019 and 13 July 2022 (Share Issues), without a valid cleaning notice or prospectus having been lodged pursuant to s 708A of the Act, and the subsequent sale of some of these shares.
TMK has provided a frank and detailed explanation as to the circumstances surrounding the issue of these shares. Based on the evidence before me, I was and am satisfied that the failure to issue a cleansing notice was caused by inadvertence rather than any deliberate disregard of the plaintiff's obligations.
In light of the urgency with which the application was brought, I made orders at the conclusion of the hearing on 22 August 2022 granting the relief sought and said that I would subsequently publish reasons for my decision. These are the reasons for my decision.
Reporting requirements under Part 6D.2 of the Act
Part 6D.2 of the Act imposes disclosure obligations in relation to the issue and sale of securities. In certain circumstances, these obligations can be satisfied by lodging what is commonly referred to as a cleansing notice or a prospectus.[1] If disclosure has not been made by the issuer and the securities are on-sold within 12 months, the party to whom the securities are issued may be obliged to make disclosure.[2]
[1] Corporations Act 2001 (Cth) s 708A(5).
[2] Corporations Act 2001 (Cth) s 707(3). See also ReGolden Gate Petroleum Ltd [2010] FCA 40; (2010) 77 ACSR 17.
Factual background
In support of its application, TMK relied on four affidavits: an affidavit of Brett Clifford Lawrence, a director of the plaintiff, filed 18 August 2022; an affidavit of Dougal James Ferguson, the current company secretary of the plaintiff, filed 18 August 2022; an affidavit of Sylvia Johanna Moss, the former company secretary of the plaintiff, filed 18 August 2022; and an affidavit of Andrew William Bartlett, an employee of Steinepreis Paganin, the solicitors for the plaintiff, filed 22 August 2022.
TMK is an Australian public company whose securities are listed on the Australian Securities Exchange (ASX). TMK is headquartered in Perth, and its principal activities to date have comprised of oil and gas exploration and evaluation activities.[3] As at 12 August 2022, TMK had 3,520,781,250 shares on issue, 1,025 shareholders, and a market capitalisation of approximately $35,207,812.[4]
[3] Affidavit of Dougal James Ferguson filed 18 August 2022 [11].
[4] Affidavit of Dougal James Ferguson filed 18 August 2022 [12].
On 15 February 2022, TMK announced its acquisition of Telmen Energy Limited (Telmen). The consideration for the acquisition was the issue of TMK shares to the shareholders of Telmen including an issue of 1,600,000,000 shares on 14 February 2022.[5] An additional 295,000,000 were issued on the same date being 245,000,000 shares as a placement and 50,000,000 as an introduction fee.[6] At the time of lodging the application for quotation of these shares, Ms Moss (who was then company secretary of TMK) failed to lodge a cleansing notice.
[5] Affidavit of Sylvia Johanna Moss filed 18 August 2022 [24(a)] - [24(c)], 'SJM7'.
[6] Affidavit of Dougal James Ferguson filed 18 August 2022 'DJF4'.
On 9 June 2022, Mr Ferguson arranged for the quotation of 600,000,000 shares, which were issued on conversion of 600,000,000 Class B Performance Shares that had been issued as part of the Telmen acquisition on the satisfaction of a performance milestone. At the time of lodging the application for quotation of these shares, Mr Ferguson failed to lodge a cleansing notice.
On 12 August 2022, Mr Ferguson requested TMK's external solicitors review a draft announcement concerning the release from escrow of shares issued in connection with the Telmen acquisition. Later that day, he was informed that TMK had failed to lodge cleansing notices for the issue of shares in consideration of the Telmen Acquisition.[7]
[7] Affidavit of Dougal James Ferguson filed 18 August 2022 [26] - [27].
On 15 August 2022, TMK:[8]
(a)requested a trading halt of the Plaintiff's securities; and
(b)released an ASX announcement advising the market of the plaintiff's intention to make this application.
[8] Affidavit of Dougal James Ferguson filed 18 August 2022 [28].
An investigation by the plaintiff's solicitors of all of the plaintiff's share issues from 15 August 2015 identified three further share issues between 31 October 2019 and 13 July 2022 where TMK failed to issue a valid cleansing notice or prospectus, namely:
(a)an issue of 70,000,000 shares on 31 October 2019, as consideration for the acquisition of Parta Energy Pty Ltd;[9]
(b)an issue of 5,000,000 shares on 2 February 2021, following receipt of an option exercise form;[10] and
(c)the issue of 40,781,250 shares on 13 July 2022, being shares issued on conversion of performance rights issued under an employee incentive scheme.[11]
[9] Affidavit of Sylvia Johanna Moss filed 18 August 2022 [16(a)].
[10] Affidavit of Sylvia Johanna Moss filed 18 August 2022 [20] - [21].
[11] Affidavit of Dougal James Ferguson filed 18 August 2022 [23].
On 16 August 2022, TMK, by its solicitors:
(a)wrote to the ASX and ASIC to give notice of this application;[12] and
(b)wrote to the court to request an urgent hearing of the application.
[12] Affidavit of Dougal James Ferguson filed 18 August 2022 [36].
On 17 August 2022, TMK notified the recipients of the relevant shares of the plaintiff's failure to properly cleanse those shares.[13]
[13] Affidavit of Dougal James Ferguson filed 18 August 2022 [35].
On 18 August 2022, TMK issued a cleansing notice in respect of each of the Share Issues[14] and commenced these proceedings.[15]
[14] Affidavit of Dougal James Ferguson filed 18 August 2022 'DFJ-09'.
[15] Originating Process filed 18 August 2022.
Power under s 1322 of the Act to grant the relief sought
Section 1322 relevantly provides:
(4) Subject to the following provisions of this section but without limiting the generality of any other provision of this Act, the Court may, on application by any interested person, make all or any of the following orders, either unconditionally or subject to such conditions as the Court imposes:
(a) an order declaring that any act, matter or thing purporting to have been done, or any proceeding purporting to have been instituted or taken, under this Act or in relation to a corporation is not invalid by reason of any contravention of a provision of this Act or a provision of the constitution of a corporation;
(b)an order directing the rectification of any register kept by ASIC under this Act;
(c)an order relieving a person in whole or in part from any civil liability in respect of a contravention or failure of a kind referred to in paragraph (a);
(d)an order extending the period for doing any act, matter or thing or instituting or taking any proceeding under this Act or in relation to a corporation (including an order extending a period where the period concerned ended before the application for the order was made) or abridging the period for doing such an act, matter or thing or instituting or taking such a proceeding;
and may make such consequential or ancillary orders as the Court thinks fit.
...
(6) The Court must not make an order under this section unless it is satisfied:
(a)in the case of an order referred to in paragraph (4)(a):
(i) that the act, matter or thing, or the proceeding, referred to in that paragraph is essentially of a procedural nature;
(ii)that the person or persons concerned in or party to the contravention or failure acted honestly; or
(iii)that it is just and equitable that the order be made; and
(b)in the case of an order referred to in paragraph (4)(c) -that the person subject to the civil liability concerned acted honestly; and
(c)in every case - that no substantial injustice has been or is likely to be caused to any person.
In considering an application under s 1322 of the Act, the essential principles are:[16]
(a)the prescriptive requirements of the wording in s 1322(4) and the pre-conditions in s 1322(6) need to be satisfied;[17]
(b)the court retains a discretion under s 1322(4) as to whether it makes the orders sought;
(c)the broad powers reflect a legislative policy that the law should not inflict unnecessary liability or inconvenience or invalidate transactions because of non-compliance with its requirements where such non-compliance is the product of honest error or inadvertence and where the court can avoid its effects without prejudice to third parties or to the public interest in compliance with the law;[18]
(d)limitations to the broad powers in s 1322 will not be readily implied.[19] Section 1322 is remedial in character and should be applied broadly;
(e)the court can make orders under s 1322(4)(a) on conditions and make such consequential and ancillary orders as it thinks fit; and
(f)an order can be made under s 1322(4)(a) notwithstanding that the contravention or failure concerned resulted in the commission of an offence.[20]
[16] Re Helios Energy Ltd [2017] FCA 840; (2017) 122 ACSR 174 [20].
[17] Weinstock v Beck [2013] HCA 14; (2013) 251 CLR 396 [43], [53], [64].
[18] Re Wave Capital Ltd [2003] FCA 969; (2003) 47 ACSR 418 [29].
[19] Weinstock v Beck [43], [55] - [56], [60], [64].
[20] Corporations Act2001 (Cth) s 1322(5).
Disposition
Application by an 'interested person'
I accept that the plaintiff is an interested person who may seek relief, as required by s 1322(4) of the Act.[21]
Position of ASX and ASIC
[21] Re Wave Capital Ltd [29].
The ASX indicated that it was not in a position to comment on the matter and did not intend to appear at the hearing.[22] ASIC indicated that it neither supports nor opposes the application and did not intend to appear at the hearing of the matter.[23]
Extension of time under s 1322(4)(d)
[22] Affidavit of Andrew William Bartlett filed 22 August 2022, 'AWB-4'.
[23] Affidavit of Andrew William Bartlett filed 22 August 2022, 'AWB-8'.
The plaintiff sought an extension of time until 18 August 2022 for the lodgment of cleansing notices in respect of each of the Share Issues.
The test under s 1322(4)(d) was set out by Vaughan J in Re Jaxsta Ltd; Ex parte Jaxsta Ltd:[24]
As to s 1322(4)(d), I derived more guidance from the two-stage process embraced by Barker J in Blaze Asset Pty Ltd v Target Energy Ltd.
There Barker J stated:
'[T]he exercise of the power under s 1322(4) [referring to s 1322(4)(d)] involves in effect a two stage process. First, the Court needs to determine whether, having regard to the circumstances of the case and the general objects of the [Corporations Act 2001 (Cth)], it is appropriate to make an order extending a relevant period, or abridging a relevant period. Secondly, if those circumstances are made out, then the Court must address the question whether any substantial prejudice has been or is likely to be caused to any person by the making of such an order.'
Also, the power under s 1322(4)(d) must be exercised having regard to the general objects and purposes of the relevant statutory provision within the Corporations Act 2001 (Cth) - here the statutory purpose evinced by s 723(3). The court's order must not undermine the reasons for the requirements of the Act. The power must be exercised having regard to the interests of all parties affected and the public interest in ensuring compliance with the Act. (footnotes omitted)
[24] Re Jaxsta Ltd; Ex parte Jaxsta Ltd [2018] WASC 390 [41] - [43].
The period may be extended even if it has expired. In this case, I accept that the relevant period in respect of each of the Share Issues has expired.
For the following reasons, I was and am satisfied that, in the circumstances of this case, it is appropriate to grant the extensions of time sought.
First, in respect of the share issue on 13 July 2022, the extension sought is for a short period, being 23 days. In relation to the share issues on 9 June 2022 and 14 February 2022, the extension is for longer periods of time but, particularly in respect of the 9 June 2022 share issue, within the periods that courts have previously granted extensions.[25]
[25] See, for example, Re Austpac Resources NL [2010] NSWSC 1438.
In respect of the share issues on 31 October 2019 and 2 February 2021, as raised with counsel at the hearing of the application, the 12 month period in s 707(3) of the Act has now expired and the orders sought in 1, 2, 4 and 5 of the originating process are not strictly required. After a short adjournment, counsel for TMK accepted these orders were not required but continued to press for orders to be made in terms of the originating process. This was because the cleansing notice lodged by TMK on 17 August 2022 addressed all of the Share Issues. TMK expressed a concern that there may be an ongoing issue as to the validity of this notice if orders were only made in respect of the shares issues in 2022.[26] I accept it is possible that if orders were not made in terms of the originating process filed 18 August 2022, there could be an ongoing issue as to the validity of the cleansing notice lodged on 18 August 2022 and, as a consequence, the shares issued in each of the Share Issues. For the reasons set out below, it is my view that it is this uncertainty that requires resolution. On this basis, while I did not and do not consider these orders are necessary, I consider I have power to make them and, given the contents of the s 708A(5)(e) notice that has been lodged, I am satisfied it is appropriate, in these particular circumstances, to exercise my discretion to make these orders.
[26] ts 5.
Second, I accept and find that the failure to lodge each of the cleansing notices was caused by an inadvertent error or oversight of either Ms Moss or Mr Ferguson as the case may be.[27] As soon as Mr Ferguson became aware of these oversights, he immediately took steps to investigate the extent of the issue and to rectify the position. In addition, TMK has reviewed its compliance procedures and will take steps to guard against similar failures occurring in the future, including by the adoption of a new protocol.[28]
[27] Affidavit of Sylvia Johanna Moss filed 18 August 2022 [14], [17] - [18], [23], [25]; Affidavit of Dougal James Ferguson filed 18 August 2022 [21] - [22].
[28] Affidavit of Dougal James Ferguson filed 18 August 2022 [38] - [40].
Third, in the absence of an extension, there are adverse consequences for the plaintiff and its shareholders. Unless orders are made by the court, the plaintiff's shares will continue to be suspended from trading which will deny the shareholders of TMK the opportunity to trade their shares.
Fourth, given that any sales of the shares that have been issued will have occurred without disclosure, it is possible those transactions are void or voidable.
Fifth, as has been previously noted by Vaughan J, in facilitating the transaction as originally contemplated, the making of the orders sought is consistent with the conduct of commerce generally.[29] Section 1322(4)(d) of the Act should be exercised in a way which does not unnecessarily stifle corporate and financial activity on technical grounds.[30]
[29] Re Jaxsta Ltd; Ex parte Jaxsta Ltd [50].
[30] Blaze Asset Pty Ltd v Target Energy Ltd [2009] FCA 698; (2009) 177 FCR 488 [33].
Sixth, the plaintiff brought the application without delay. Three business days after Mr Ferguson was made aware of the issue, the plaintiff's solicitors had prepared this application and filed it with the court.
Seventh, the additional orders sought by the plaintiff provide for an extension on terms that there is notice to all persons potentially affected, including that there be capacity for them to return before the court under liberty to apply to raise any matters they see fit.
Eight, neither ASIC nor the ASX oppose the application, nor do any shareholders of the plaintiff.[31]
Pre-conditions in s 1322(6)(a) of the Act
[31] Affidavit of Andrew William Bartlett filed 22 August 2022.
The plaintiff submitted that, while only one of the pre-conditions in s 1322(6)(a) of the Act needs to be satisfied, each of the preconditions was satisfied.
I accept that the pre-condition in s 1322(6)(a)(i) is satisfied in that the act, matter or thing is of a procedural nature, being the issue of a cleansing prospectus.
I turn then to the pre-condition in s 1322(6)(a)(ii) that there is no failure of the persons concerned or the company to act honestly. In Re ICandy Interactive Ltd, Banks-Smith J undertook a comprehensive review of the relevant principles in respect of whether there is no failure of the persons concerned or the company to act honestly.[32] Relevantly, Banks-Smith J considered that:
[32] Re ICandy Interactive Ltd [2018] FCA 533; (2018) 125 ACSR 369 [54] - [104].
(a)when determining whether someone has acted honestly for the purposes of s 1322, the courts look to absence of evidence of dishonesty and prompt action to remedy the error;[33]
(b)the concept of acting honestly can embrace:[34]
(i)inadvertence or failure to turn one's mind to an issue;
(ii)active but incorrect consideration of a legal issue;
(iii)failure to consider an issue at all; or
(iv)failure to understand or appreciate the significance of non-compliance; and
(c)when testing for honesty, the authorities reveal that the courts look at the company itself, the directors, the company secretary and others as may be concerned.[35]
[33] Re ICandy Interactive Ltd [54], [106] - [107].
[34]Re ICandy Interactive Ltd [55].
[35] Re ICandy Interactive Ltd [60] - [104].
Mr Lawrence's evidence is that the plaintiff relied on the company secretaries to undertake compliance work of a routine nature. In his view, the failure to issue cleansing notices was not a result of Mr Ferguson or Ms Moss neglecting their duties to the plaintiff, but was due to an honest and inadvertent error.[36] I accept this evidence as well the evidence of Ms Moss and Mr Ferguson that the failures arose as a result of a failure on each occasion to consider whether cleansing notices were required to be lodged.
[36] Affidavit of Brett Clifford Lawrence filed 18 August 2022 [12].
I am also satisfied that it would be just and equitable to make the orders sought. Section 1322(6)(a)(iii) gives the court a wide discretion in exercising its powers under s 1322 of the Act.[37]
No substantial injustice (s 1322(6)(c) of the Act)
[37] Re Bellevue Gold Ltd [2021] WASC 80 [64] and the authorities cited therein.
I have considered the classes of persons who may be impacted by the making of these orders.
First, the people who were issued the impugned shares. The prejudice to them is that the sale of these securities may be void or voidable for want of compliance with the statutory requirements.
Second, those people who purchased the shares may have re-sold the impugned shares themselves. Any further sales of these shares will also have occurred without the requisite disclosure under pt 6D.2 of the Act.
I find there is no basis for inferring that substantial injustice has been or is likely to be caused to any person by the making of the proposed orders.
I accept that if the orders sought are not made, there may be substantial injustice to the plaintiff as the offers of and sales of shares may be void or voidable. This could give rise to commercial uncertainty and expense for the company as it must remain involved in problems caused by void or voidable offers and sales of its shares. I also accept there may be substantial injustice to the other ordinary shareholders of TMK, as they may not be able to trade their securities on an open market if the current suspension from trading is not lifted.
It is usual in cases such as these to provide an opportunity for shareholders or other parties to raise a complaint about the proposed orders. The usual timeframe is that there be liberty to apply within 28 days from the date of the orders. I accept this is an appropriate timeframe in this case.
No discretionary reason to withhold relief
I accept and find there is no evidence of any substantial misconduct, serious wrongdoing or flagrant disregard of the Act or the company's constitution to warrant refusal of the relief sought.[38]
[38] Re Wave Capital Ltd [29].
There is nothing in the evidence before me suggesting that any minority shareholder interest might be oppressed, or any other interest might be affected. I am satisfied that all shareholders impacted by the contravention, as well as the ASX and ASIC, have been notified of the plaintiff's contravention of the Act and been given notice of this hearing. No shareholder or either regulator has sought to intervene in the hearing or given notice they want to be heard on the application.
In exercising the discretion to grant relief under s 1322(4) of the Act, a relevant factor is the promptness with which the plaintiff has sought to remedy the irregularity once it has been identified.[39] In this case, on 15 August 2022, TMK, through its solicitors, was made aware of the failure to lodge a cleansing notice. After being made aware of the issue, TMK requested a trading halt and released an announcement to the ASX advising the market of its intention to make this application. These proceedings were brought on 18 August 2022. I accept that TMK acted diligently after being made aware of the issue.
Orders under s 1322(4)(a) of the Act
[39] Re G8 Communications Ltd [2016] FCA 297; (2016) 112 ACSR 22 [60].
The plaintiff also seeks two separate declarations under s 1322(4)(a) of the Act. First, a declaration that the cleansing notice lodged on 18 August 2021 be deemed to take effect as if it had been lodged on the date of each of the Share Issues and second, that any act, matter or thing purporting to have been done under the Act or in relation to a corporation is not invalid by reason of any contravention of a provision of the Act.
I note that:
(a)the proposed validation orders are framed in a declaratory form;
(b)the act, matter or thing, are the lodgement of the notice and the offers and sales of securities; and
(c)the contravention is the offering of securities for sale or sales without proper disclosure as required under s 707(3) of the Act.
In respect of the first order, courts have on a number of previous occasions made similar orders. It is not in doubt that the court has power to make orders that are consequential or ancillary to an order extending the period for doing an act, matter or thing under the Act. In Re Imdex Ltd, I discussed whether deeming orders should be made and the circumstances in which deeming orders should be made.[40] I do not propose to repeat those comments. Those comments represent my views on the matter.
[40] Re Imdex Ltd [2020] WASC 298 [55] - [58].
In this case, for the following reasons, I consider it is appropriate to make the ancillary orders sought by the plaintiff, including the 'deeming order'. First, the evidence before me is that some of the shares the subject of the Share Issues have been on-sold.[41] In these circumstances, I consider that it is appropriate to make the orders sought to remove any question as to title in the shares of the plaintiff. Second, at the time the application came on for hearing, a cleansing notice had been lodged. For that reason, the order did not concern a future act but a past act. Third, where shares are on-sold, the 'deeming order' is a corollary of the orders seeking an extension of time.
[41] Affidavit of Dougal James Ferguson filed 18 August 2022 [33].
The conduct of the plaintiff in failing to lodge the cleansing notices required under the Act was inadvertent and not in blatant disregard of its obligations under the Act. I do not consider that public policy will be undermined by granting the plaintiff the relief sought.[42]
[42] See Re Caeneus Minerals Ltd [2018] FCA 560 [39] - [40]; Re Classic Minerals Ltd [2018] FCA 2039 [35] - [36].
Costs
Given the number of instances of non-compliance with the plaintiff's regulatory obligations, counsel for the plaintiff specifically addressed the appropriate order as to costs. Counsel contended that, notwithstanding the number of instances, the appropriate order was that no costs order should be made.[43]
[43] Submissions [58] - [59].
In ReMetalicity Ltd, I expressed the view that:[44]
Where the court is satisfied that there has been no failure of the persons concerned or the company to act honestly, under s 1322(6)(a)(ii) of the Act, it would only be in the most unusual circumstances that an order for costs would be made against the officers of the company.
[44] ReMetalicity Ltd [2020] WASC 387 [62].
I am satisfied that in the circumstances of this case, the plaintiff has brought the application in the company's interests. The plaintiff has undertaken a detailed investigation in relation to the Share Issues. In my view, the risk of a personal costs order should not impact the decision of directors or officers of a company (either past or present) to investigate matters or to bring an application before the court.
For these reasons, I will make no order as to costs.
Orders made
For these reasons, I was and am satisfied that in the circumstances of this case, it was appropriate to make orders in the terms sought by TMK. Accordingly, at the conclusion of the hearing on 22 August 2022, I made orders in the form annexed to these reasons as 'Annexure A'.
Annexure 'A'
I certify that the preceding paragraph(s) comprise the reasons for decision of the Supreme Court of Western Australia.
FD
Associate to the Honourable Justice Hill
13 SEPTEMBER 2022
0
12
1