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Teh v Ramsay Centauri Pty Ltd

Teh v Ramsay Centauri Pty Ltd

Case [2002] NSWSC 456 24 May 2002

Compulsory Acquisition

Costs

Corporate Law & Governance

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Reported Decision:
42 ACSR 354
(2002) 20 ACLC 1623

New South Wales

Supreme Court

CITATION: Teh v Ramsay [2002] NSWSC 456

CURRENT JURISDICTION: Equity Division
Corporations List

FILE NUMBER(S): SC 4135/01

HEARING DATE(S): 21/05/02

JUDGMENT DATE: 24 May 2002

PARTIES :

Lip Ten Teh - Plaintiff
Ramsay Centauri Pty Limited - Defendant

JUDGMENT OF: Barrett J

COUNSEL : Plaintiff in person
Mr T.F. Bathurst QC - Defendant

SOLICITORS: Plaintiff in person
Blake Dawson Waldron- Defendant

CATCHWORDS: CORPORATIONS - takeovers - compulsory acquisition by bidder after achieving 90% acceptance - application by non-accepting shareholder for order preventing compulsory acquisition - PROCEDURE - costs - whether costs should be awarded against shareholder unsuccessfully resisting compulsory acquisition

LEGISLATION CITED: Companies Act 1929 (Eng)
Corporate Law Economic Reform Program Act 1999 (Cth)
Corporations Act 2001 (Cth)
Evidence Act 1995
Foreign Acquisitions and Takeovers Act 1975 (Cth)

CASES CITED: Re Allied Queensland Coalfields Ltd; Super John Pty Ltd v Marsford Investments Pty Ltd (1997) 23 ACSR 427
Attorney-General v Walsh's Holdings Ltd [1973] VR 137
Brierley v Dextran Pty Ltd (1990) 3 ACSR 455
In re Bugle Press Ltd [1961] Ch 270
Capricorn Diamonds Investments Pty Ltd v Catto [2002] VSC 105
Re Deans [1986] 2 NZLR 271
Eddy v W R Carpenter Holdings Ltd (1985) 10 ACLR 316
Re Elders Australia Ltd; Super John Pty Ltd v Futuris Rural Ltd (1997) 25 ACSR 130
Elkington v Shell Australia Ltd (1992) 10 ACSR 568 Elkington v Shell Australia Ltd (1993) 32 NSWLR 11
Gambotto v Resolute Samantha Ltd (1995) 13 ACLC 1564
Re Goodyear Australia Ltd; Kelly-Springfield Australia Pty Ltd v Green [2002] NSWSC 53
In re Hoare & Co Ltd (1933) 150 LT 374
Makita (Australia) Pty Ltd v Sprowles (2001) 52 NSWLR 705
Melcann Ltd v Super John Pty Ltd (1994) 13 ACLC 92
Mordecai v Mordecai (1988) 12 NSWLR 58
Pauls Ltd v Dwyer (2001) 19 ACLC 959
Re Rees' Application [1972] QWN 47
In re Sussex Brick Co Ltd [1961] Ch 289n
Williams v United Dairies Ltd (1986) 10 ACLR 406
Winpar Holdings Ltd v Goldfields Kalgoorlie Ltd (2000) 34 ACSR 737;
Winpar Holdings Ltd v Goldfields Kalgoorlie Ltd (2001) 40 ACSR 221

DECISION: Application dismissed

- 21 -

IN THE SUPREME COURT
OF NEW SOUTH WALES
EQUITY DIVISION

BARRETT J

FRIDAY, 24 MAY 2002

4135/01 – TEH v RAMSAY CENTAURI PTY LIMITED

JUDGMENT

Background

1 By his originating process filed on 29 August 2001, the plaintiff seeks an order under s.661E(2) of the Corporations Act 2001 (Cth) that 552,000 shares in the capital of Alpha Healthcare Limited (“Alpha”) held by him not be compulsorily acquired by the defendant under s.661A(1). The compulsory acquisition has been initiated by the defendant in the wake of a takeover bid made by it in respect of shares in Alpha. By this I mean that the conditions laid down by s.661A by reference to what might generally be termed the success of the bid, measured by the extent of voluntary acceptances, were satisfied so…

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.

Continue reading Teh v Ramsay Centauri Pty Ltd

Details

AGLC: Teh v Ramsay Centauri Pty Ltd [2002] NSWSC 456
Case: [2002] NSWSC 456
Decision Date: 24 May 2002

CaseChat Overview and Summary

The case of Teh v Ramsay Centauri Pty Ltd involved the plaintiff, Teh, a non-accepting shareholder of Ramsay Centauri Pty Ltd, seeking to prevent the defendant, Ramsay Centauri, from compulsorily acquiring the remaining shares in the company. The defendant had already achieved a 90% acceptance of its takeover bid. Teh argued that the compulsory acquisition was unjust and sought an order to prevent it. The legal issues in the case revolved around the fairness of the compulsory acquisition process under the Corporations Act and whether costs should be awarded against Teh for unsuccessfully resisting the compulsory acquisition.

The court examined the statutory provisions governing takeovers and compulsory acquisition in the Corporations Act. It considered whether the compulsory acquisition was in line with the legislative framework and whether there were any grounds for the court to intervene. The court found that the compulsory acquisition was compliant with the statutory requirements, and therefore, the application to prevent it was dismissed. The court also assessed the costs order, determining that it was appropriate to award costs against Teh for the unsuccessful application, as there were no exceptional circumstances that would warrant a departure from the usual costs order.

In its decision, the court held that Ramsay Centauri's compulsory acquisition of the remaining shares was lawful and in accordance with the Corporations Act. The court dismissed Teh's application to prevent the compulsory acquisition and ordered Teh to pay the costs of the proceedings. The court's reasoning focused on the statutory requirements for compulsory acquisitions and the absence of any grounds for judicial intervention. The outcome underscored the importance of adhering to the legislative framework governing takeovers and the limited scope for judicial review in such matters.

The final orders of the court included the dismissal of Teh's application to prevent the compulsory acquisition and the awarding of costs to Ramsay Centauri. The court emphasised that the decision was based on the statutory provisions and the absence of any exceptional circumstances that would warrant a different outcome. The orders reflected the court's interpretation of the legal issues and its application of the relevant statutory framework.

Orders