Venturex Resources Limited, in the matter of Venturex Resources Limited (ACN 122 180 205)

Venturex Resources Limited (ACN 122 180 205) made an application to the Court for remedial orders under section 1325A(2) of the Corporations Act 2001 (Cth) (CA) in relation to an off-market takeover bid it made for CMG Gold Limited (CMG). Venturex's bid, made on 15 May 2009, offered 4.25 fully paid ordinary shares in Venturex for each share in CMG. The bid included an assurance that the shares would be listed on the Australian Stock Exchange (ASX) upon the successful completion of the takeover. However, Venturex did not apply to the ASX for listing within the seven-day period required by section 625(3)(c)(i) CA. This failure came to light on 12 June 2009, prompting Venturex to seek relief from the Court. The Court was required to determine whether it should grant the relief sought by Venturex, including an extension of time for compliance with the ASX listing requirement.

The Court considered the statutory framework provided by section 625(3) CA, which mandates that an application for admission to quotation must be made within seven days of the start of the bid period if the offer includes securities to be quoted on a financial market. The Court also considered section 1325A CA, which allows for remedial orders if the conditions are not satisfied. Given that Venturex had not complied with the seven-day rule but had promptly notified all relevant parties and sought to rectify the omission, the Court found that the circumstances warranted granting the relief. The Court noted that neither the Australian Securities and Investments Commission (ASIC) nor ASX objected to the relief sought, and CMG had also not expressed any objections.

The Court granted the relief sought by Venturex. It abridged the time for service of the originating process, extended the compliance date for the ASX listing to 15 June 2009, and ordered that a copy of the order be served on ASIC as soon as practicable. The Court's decision allowed Venturex to proceed with its takeover bid, ensuring compliance with the statutory requirements of the CA.