Australian Securities & Investments Commission v Solution 6 Holdings Pty Ltd [1999] FCA 398

FEDERAL COURT OF AUSTRALIA

Australian Securities &Investments Commission v Solution 6 Holdings Ltd [1999] FCA 398 CORPORATIONS - proposed placement of shares - report of independent expert - subsequent proposed rights issue - whether expert report was or had become misleading - whether it was incomplete - silence - inter-relation between share placement and rights issue - whether meeting should be restrained - proposed restraint of Resolutions relating to placements. PRACTICE and PROCEDURE - application to restrain consideration of resolutions in general meeting - whether interlocutory or final in character - appropriate tests.

WORDS AND PHRASES – "engaging in conduct, "misleading conduct" Corporations Law, ss 762, 995(2), 1324(1) and (5) Trade Practices Act s 52 Fraser v NRMA Holdings Ltd (1995) 55 FCR 452, followed Pancontinental Mining Ltd v Goldfields Ltd (1995) 16 ACSR 463, followed With v O'Flanagan [1936] AC 575 at 583, cited Traill v Baring 4 De G J & S 318, applied Tiplady v Gold Coast Calton Pty Ltd (1984) 3 FCR 426, cited Banque Bruxelles Lambert SA v Australian National Industries Ltd [1989] 21 NSWLR 502, cited Wright v TNT Management Ltd (1989) 21 NSWLR 679, cited AUSTRALIAN SECURITIES AND INVESTMENTS COMMISSION v

SOLUTION 6 HOLDINGS LIMITED NG 3035 OF 1999 TAMBERLIN J SYDNEY 14 APRIL 1999

IN THE FEDERAL COURT OF AUSTRALIA

NEW SOUTH WALES DISTRICT REGISTRY NG 3035 OF 1999

IN THE MATTER OF SOLUTION 6 HOLDINGS LIMITED

ACN 003 264 006

BETWEEN: AUSTRALIAN SECURITIES AND

INVESTMENTS COMMISSION

Applicant

AND: SOLUTION 6 HOLDINGS LIMITED

Respondent

JUDGE: TAMBERLIN J

DATE OF ORDER: 14 APRIL 1999

WHERE MADE: SYDNEY

THE COURT ORDERS THAT: 1. The Respondent, by itself, its servants or agents be restrained until further order from further distributing to its shareholders the Notice of General Meeting and Explanatory Statement set out in Exhibit "IM1" to the Affidavit of IA Macdonald sworn 31 March 1999. 2. The Respondent, by itself, its servants or agents in the event that Resolution 1 in the Notice referred to above is passed, be restrained from proceeding with the business of Resolutions 2 and 3 referred to in that Notice at the general meeting of members identified in that Notice, other than such steps as are necessary or appropriate to adjourn that meeting, in respect of the business referred to in Resolutions 2 and 3, without the prior leave of the Court. 3. Liberty to either party to apply on 24 hours notice. 4. Costs be reserved, to be further reconsidered at the hearing of this matter.