THC Global Group Limited, in the matter of THC Global Group Limited [2020] FCA 1371

Federal Court of Australia

THC Global Group Limited, in the matter of THC Global Group Limited [2020] FCA 1371 File number: NSD 1054 of 2020

Judgment of: YATES J

Date of judgment: 22 September 2020

Catchwords: CORPORATIONS – application for declaratory relief under s 1322(4) of the Corporations Act 2001 (Cth) – where plaintiff inadvertently failed to lodge a cleansing notice in respect of shares issued

Legislation: Corporations Act 2001 (Cth) ss 707, 708A(5), 708A(7), 727(1), 1322(4)(a), 1322(4)(c), 1322(6)

Division: General Division

Registry: New South Wales

National Practice Area: Commercial and Corporations

Sub-area: Corporations and Corporate Insolvency

Number of paragraphs: 23

Date of hearing: 22 September 2020

Counsel for the Plaintiff: Mr D Sulan

Solicitor for the Plaintiff: Baker McKenzie

ORDERS NSD 1054 of 2020 IN THE MATTER OF THC GLOBAL GROUP LIMITED THC GLOBABL GROUP LIMITED ACN 614 508 039 Plaintiff

order made by: YATES J DATE OF ORDER: 22 SEPTEMBER 2020

THE COURT ORDERS THAT:

1. Pursuant to s 1322(4)(a) of the Corporations Act 2001 (Cth) (Act) it is declared in respect of the 22,003,331 ordinary fully paid shares in THC Global Corporation Limited (Company) that were issued on 29 June 2020 (Placement Shares) that any offer for sale of the Placement Shares during the period 29 June 2020 until 21 September 2020 is not invalid by reason of: (a) the failure to issue a valid cleansing notice under s 708A of the Act or a prospectus as the case may be to exempt the sellers from the obligation of disclosure under the Act before selling the shares; and (b) any consequent failure by the sellers to comply with s 707(3) or s 727(1) of the Act. 2. Pursuant to s 1322(4)(c) of the Act any sellers of the Placement Shares during the period 29 June 2020 to 21 September 2020 are relieved from any civil liability arising out of any contravention of s 707(3) and s 727(1) of the Act. 3. These orders be served by the Company on the Australian Securities and Investments Commission (ASIC) as soon as reasonably practicable. ASIC shall include these orders on its database. 4. As soon as is reasonably practicable: (a) a copy of these orders be sent to the last known email address of each person to whom the Placement Shares were issued; and (b) the Company publish on the ASX Markets Announcement Platform an announcement with a link to these orders. 5. For a period of 28 days from the date of this order, 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 discharge the orders. Note: Entry of orders is dealt with in Rule 39.32 of the Federal Court Rules 2011.