Cann Group Limited, in the matter of Cann Group Limited [2021] FCA 129

Federal Court of Australia

Cann Group Limited, in the matter of Cann Group Limited [2021] FCA 129 File number: VID 68 of 2021

Judgment of: DAVIES J

Date of judgment: 16 February 2021

Date of publication of reasons: 24 February 2021

Catchwords: CORPORATIONS – application for declaratory relief to validate share trades and relieve sellers of shares from civil liability – where contraventions of ss 707(3) and 727 of the Corporations Act 2001 (Cth) as to disclosure – where company did not issue cleansing notice – remedy under s 1322 of the Corporations Act 2001 (Cth) – inadvertent error

Legislation: Corporations Act 2001 (Cth) ss 707, 708, 708A, 1322

Cases cited: Re ICandy Interactive Limited [2018] FCA 533

Division: General Division

Registry: Victoria

National Practice Area: Commercial and Corporations

Sub-area: Corporations and Corporate Insolvency

Number of paragraphs: 7

Date of hearing: 16 February 2021

Counsel for the Plaintiff: Mr P Caillard

Solicitor for the Plaintiff: Lander & Rogers

ORDERS VID 68 of 2021 CANN GROUP LIMITED, IN THE MATTER OF CANN GROUP LIMITED CANN GROUP LIMITED Plaintiff

order made by: DAVIES J DATE OF ORDER: 16 FEBRUARY 2021

THE COURT ORDERS THAT:

1. Pursuant to s 1322(4)(a) of the Corporations Act 2001 (Cth) (Corporations Act) any offer for sale, or sale, of any of the tranche of 306,846 ordinary shares in the plaintiff that were issued on 28 January 2021 (Shares) occurring in the period after their issue, is not invalid by reason of any contravention of ss 707(3) or 727(1) of the Corporations Act. 2. Pursuant to s 1322(4)(c) of the Corporations Act, any person offering to sell or selling the Shares is relieved from any civil liability arising out of such contravention. 3. Pursuant to s 1322(4)(d) of the Corporations Act, in respect of the Shares, the period of five business days referred to in s 708A(6)(a) of the Corporations Act be extended to 18 February 2021. 4. As soon as reasonably practicable, the plaintiff must: (a) send a copy of these orders to Repertoire Pty Ltd, being the person to whom the Shares were issued; and (b) publish an announcement to the Australian Stock Exchange (ASX) in which a copy of these orders is included. 5. A sealed copy of these orders must be served on the Australian Securities and Investments Commission (ASIC) as soon as reasonably practicable and upon service of these orders on ASIC, ASIC must include these orders on its database. 6. For a period of 28 days from the date of publication of these orders on the ASX website, any person who claims to have suffered substantial injustice or who claims that they are likely to suffer substantial injustice by reason of the contraventions referred to above or the making of these orders may apply within that period to vary or to discharge the orders. 7. No order as to costs. Note: Entry of orders is dealt with in Rule 39.32 of the Federal Court Rules 2011.