Sagasco Amadeus Pty Ltd & Anor v Magellan Petroleum Australia Ltd

Sagasco Amadeus Pty Ltd and Sagasco Holdings Limited (the applicants) sought special leave to appeal to the High Court of Australia against a decision concerning the interpretation of the Corporations Law, specifically in relation to takeovers. Magellan Petroleum Australia was the respondent. The Australian Securities Commission sought leave to appear as amicus curiae to present its views on the correct interpretation of the relevant provisions.

The central legal issue before the High Court was the interpretation of the fourth of the "Eggleston principles," which requires equal treatment for all shareholders in the acquisition of a substantial interest in a company. This principle, as enacted in legislation, prohibits offering one shareholder a particular benefit not extended to all shareholders during the currency of a takeover offer. The applicants' submissions focused on the application of this principle, particularly in light of a previous decision by Marks J in *Intercapital Holdings* which held that the principle was not infringed where shares were acquired prior to a takeover offer at a higher price.

The applicants argued that the fourth Eggleston principle, and its statutory embodiment, were confined to specific circumstances, implying that acquisitions made before a formal takeover offer, even at a higher price, did not necessarily contravene the principle. The High Court was therefore required to determine the scope and application of the equal treatment principle in the context of share acquisitions and takeover offers under the Corporations Law. The submissions of the Australian Securities Commission were intended to provide the Court with the Commission's perspective on the correct interpretation of these provisions.