In the matter of Airtasker Limited [2021] NSWSC 629

Supreme Court New South Wales

Medium Neutral Citation: In the matter of Airtasker Limited [2021] NSWSC 629 Hearing dates: 28 May 2021 Date of orders: 28 May 2021 Decision date: 03 June 2021 Jurisdiction: Equity - Corporations List Before: Williams J Decision: See orders at [2]. Catchwords: CORPORATIONS — capital raising — disclosure — shares to be issued to sophisticated and professional investors who acquire them for re-sale — cleansing notice lodged by issuer invalid because issuer's shares not quoted continuously for three months and cleansing notice issued earlier than time permitted under s 708A(6)(a) — order sought to validate cleansing notice under s 1322(4) — order sought to relieve acquirers from liability for re-sale of shares without disclosure — where issuer and acquirers acted honestly — where no substantial injustice caused Legislation Cited: Corporations Act 2001 (Cth), ss 707, 708, 708A, 727, 1322 Cases Cited: Australian Securities and Investments Commission v Axis International Management Pty Ltd (No. 5) (2011) 81 ACSR 631 In the matter of Kollakorn Corporation Limited [2020] NSWSC 1549 Re Golden Gate Petroleum Ltd (2010) 77 ACSR 17 Category: Principal judgment Parties: Airtasker Limited (ACN 149 850 457) (Plaintiff) Representation: Counsel: Mr D Williams SC with Mr N Riordan (Plaintiff)

Solicitors: Thomas Geer Lawyers (Plaintiff) File Number(s): 2021/153615 Publication restriction: N/A

Judgment 1. The plaintiff in these proceedings, Airtasker Limited (Airtasker), listed on the Australian Securities Exchange (ASX) on 23 March 2021. 2. By originating process filed in court on 28 May 2021, Airtasker applied for: 1. an order under s 1322(4)(a) of the Corporations Act 2001 (Cth) declaring that a notice issued by Airtasker on 27 May 2021 under s 708A(6) of the Corporations Act (the Cleansing Notice) in purported compliance with s 708A(5) of that Act was not invalid, notwithstanding that: 1. the shares of Airtasker had not been quoted for a period of 3 months before the day on which the securities the subject of the Cleansing Notice had been issued as required by s 708A(5)(a) of the Corporations Act, that being a condition requiring satisfaction for any valid notice under s 708A(6); and 2. the Cleansing Notice was issued earlier than 5 business days after the day on which the shares the subject of the Cleansing Notice were issued, contrary to s 708A(6)(a) of the Corporations Act; 1. an order under s 1322(4)(a) of the Corporations Act declaring that any prospective sale offer or sale of any shares the subject of the placement of 20,703,934 shares referred to in Airtasker's announcement to the ASX on 25 May 2021 (the Placement) subsequent to their issue, is not invalid by reason of any failure of the Cleansing Notice purportedly issued in accordance with s 708A(5)(e) of the Corporations Act to exempt the prospective seller from the obligation of disclosure under the Corporations Act and any prospective failure on the part of the seller to comply with s 707(3) and 727(1) of the Corporations Act; and 2. an order pursuant to s 1322(4)(c) of the Corporations Act that any prospective seller of any shares issued pursuant to the Placement be relieved from any civil liability arising out of a contravention of s 707(3) and s 727(1) or by reason of the plaintiff's failure to satisfy s 708A(5) by reason of the invalidity of the Cleansing Notice. 1. I made those orders on 28 May 2021. These are my reasons for doing so.