FE Limited, in the matter of FE Limited [2017] FCA 1642

FEDERAL COURT OF AUSTRALIA

FE Limited, in the matter of FE Limited [2017] FCA 1642 File number(s): WAD 601 of 2017

Judge(s): SIOPIS J

Date of judgment: 21 December 2017

Catchwords: CORPORATIONS – a company issued shares to which s 707(3) and s 727(1) of the Corporations Act 2001 (Cth) applied — the company did not comply with s 708A(11) of the Corporations Act by issuing cleansing prospectus — on-market trading in shares occurred without compliance with disclosure requirements of s 707(3) and s 727(1) of the Corporations Act — whether a declaration should be made validating trading in shares – whether an order should be made relieving sellers of shares from civil liability.

Legislation: Corporations Act 2001 (Cth) ss 707(3), 708A(5), 708A(11), 727(1), 1322(4)(a), 1322(4)(c), 1322(6), 1322(6)(c)

Date of hearing: 21 December 2017

Registry: Western Australia

Division: General Division

National Practice Area: Commercial and Corporations

Sub-area: Corporations and Corporate Insolvency

Category: Catchwords

Number of paragraphs: 27

Counsel for the Plaintiff: Mr T Coyle

Solicitor for the Plaintiff: Steinepreis Paganin

ORDERS WAD 601 of 2017 IN THE MATTER OF FE LIMITED (ACN 112 731 638) FE LIMITED (ACN 112 731 638) Plaintiff

JUDGE: SIOPIS J DATE OF ORDER: 21 DECEMBER 2017

THE COURT ORDERS THAT:

1. Pursuant to s 1322(4)(a) of the Corporations Act 2001 (Cth) (Corporations Act), it is declared that any offer for sale or sale of the quoted securities being 10,000,000 ordinary shares in the plaintiff during the period after their issue on 6 November 2017 to 24 November 2017 is not invalid by reason of the sellers' failure to comply with s 707(3) and s 727(1) of the Corporations Act. 2. Pursuant to s 1322(4)(c) of the Corporations Act, any sellers of securities referred to in paragraph 1 above are relieved from any civil liability arising out of a contravention of s 707(3) and s 727(1) of the Corporations Act. 3. A sealed copy of these orders is to be served on the Australian Securities and Investments Commission (ASIC) as soon as reasonably practicable and upon service of these orders on ASIC, ASIC is to include these orders on its database. 4. A copy of these orders is to be given to each person to whom the securities referred to in paragraph 1 above were issued and, as soon as reasonably practicable, the plaintiff is to publish an announcement to the ASX in which a copy of these orders is included. 5. The plaintiff make a request forthwith of the ASX for the class of securities "FEL" be reinstated. 6. For a period of 28 days from the date of reinstatement by the ASX of the class of securities "FEL" and the publication of these orders on the ASX website, any person who claims to have suffered substantial injustice or is likely to suffer substantial injustice by the making of any or all of these orders has liberty to apply to vary or to discharge them within that period. 7. There be no order as to costs. Note: Entry of orders is dealt with in Rule 39.32 of the Federal Court Rules 2011.