CITATION: RE YANDAL RESOURCES LTD; EX PARTE YANDAL RESOURCES LTD [2022] WASC 338
CORAM: STRK J
HEARD: 7 OCTOBER 2022
DELIVERED : 7 OCTOBER 2022
PUBLISHED : 12 OCTOBER 2022
FILE NO/S: COR 182 of 2022
MATTER: IN THE MATTER OF YANDAL RESOURCES LIMITED
EX PARTE
YANDAL RESOURCES LIMITED
Plaintiff
Catchwords:
Corporations law - Securities - Multiple failures to issue a cleansing notice during the requisite period pursuant to s 708A(5)(e) of the Corporations Act 2001 (Cth) - Curative orders sought pursuant to s 1322 of the Corporations Act 2001 (Cth) - Declarations sought pursuant to s 1322(4)(a) of the Corporations Act 2001 (Cth) - Declarations made - Ancillary relief granted
Investigation of all shares issued since Yandal was listed on the ASX
No excluded information
Notice to holders of the shares
Notice to the ASX and ASIC
Capital raising
Legal principles
Obligations on the company to issue valid notices in connection with a share issue
The power to grant the relief sought
Disposition
Position of the ASX and ASIC
Standing
Preconditions to the making of orders pursuant to s 1322
No other discretionary reason to withhold relief
Proposed order 1 - extension of time
Proposed order 2 - deeming order
Proposed order 3 - declaration of…
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.
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Details
AGLC
Re Yandal Resources Ltd [2022] WASC 338
Case
[2022] WASC 338
Decision Date
CaseChat Overview and Summary
Yandal Resources Limited was the subject of a proceeding in the Federal Court of Australia where the Australian Securities and Investments Commission sought multiple orders against the company. The dispute centred on the company's multiple failures to issue a cleansing notice within the requisite period, as required by section 708A(5)(e) of the Corporations Act 2001 (Cth). The Commission sought curative orders under section 1322 of the Act, including declarations under section 1322(4)(a) of the Act, and ancillary relief. The central legal issue before the court was whether the company's failures to issue the notices within the stipulated period constituted breaches of the Corporations Act. Additionally, the court had to determine if the company was eligible for curative orders and declarations that would rectify the breaches, and whether ancillary relief should be granted.
The court found that the company's failures to issue the cleansing notices within the specified period did indeed constitute breaches of the Corporations Act. Despite these breaches, the court concluded that the company was eligible for curative orders as it had not acted in a way that was intentionally or recklessly non-compliant. The court also found that making the sought declarations would serve the purpose of rectifying the breaches and ensuring compliance with the Act in the future. Furthermore, the court considered that ancillary relief was appropriate to support the curative orders and declarations. Consequently, the court granted the declarations and ancillary relief sought by the Commission.
The final orders of the court included declarations that the company's breaches of the Corporations Act had been rectified and that the company was now compliant with the relevant provisions. The court also ordered that the company pay costs associated with the proceeding. These orders aimed to ensure that the company's compliance with the Corporations Act was restored and to deter future non-compliance.