Re Infomedia Pty Limited [2000] NSWSC 649

Reported Decision : [2000] 34 ACSR 682 [2000] 18 ACLC 625

New South Wales Supreme Court

CITATION : Re Infomedia Pty Limited [2000] NSWSC 649 CURRENT JURISDICTION: Equity Division Corporations List FILE NUMBER(S) : SC 2770/2000 HEARING DATE(S) : 14/06/2000 JUDGMENT DATE : 14 June 2000

PARTIES : Infomedia Pty Limited (P) JUDGMENT OF : Young J

COUNSEL : N Cotman SC (P) SOLICITORS : Cowley Hearne (P) CATCHWORDS : CORPORATIONS [340]- Extension of time- Change of type- No extensions of one month period under s 164 of Corporations Law possible. LEGISLATION CITED : Corporations Law, ss 164, 1322 Bay Marine Pty Ltd v Clayton Properties Pty Ltd (1984) 9 ACLR 780 Caratti v Hillman (1973) 4 ACLR 170 David Grant & Co Pty Ltd v Westpac Banking Corp (1995) 184 CLR 265 Diversified Mineral Resources NL v Amusmet Investments Pty Ltd (1991) 5 ACSR 465 CASES CITED : Elderslie Finance Corp Ltd v Australian Securities Commission (1993) 11 ACSR 157 Re Matine Ltd (1998) 28 ACSR 268 Rochester Communications Group Pty Ltd v Lader Pty Ltd (1997) 23 ACSR 380 Stitt v Richards (1897) 18 LR NSW (Eq) 1 Village Roadshow Broadcasting Pty Ltd v Austereo Ltd (1997) 24 ACSR 185 DECISION : Proceedings dismissed.

THE SUPREME COURT OF NEW SOUTH WALES EQUITY DIVISION CORPORTIONS LIST YOUNG J WEDNESDAY 14 JUNE 2000

2770/2000 - RE INFOMEDIA PTY LIMITED

JUDGMENT

1 HIS HONOUR: This is an application under s 1322 of the Corporations Law to abridge the times set out in s 164 of the Law in respect of a change of type application by the plaintiff. 2 The plaintiff is currently a proprietary company. It wishes to delete the conditions from its constitution that restrict proprietary companies and become a public company. It has, over the last six months, spent a considerable amount of money to effect that conversion and to obtain public equity finance. 3 Apart from one matter, the plaintiff's aspirations can be met by its deadline of 30 June 2000. If that deadline is not met then it may lose the advantage of an underwriting agreement and the interests of the shareholders will be prejudiced as well as the plaintiff having wasted a considerable amount of effort and money in getting things ready for 30 June. 4 By mid May 2000 the plaintiff was ready to lodge its documentation with the Australian Securities and Investments Commission ("ASIC") but, at the last moment, it found the name which it wished to adopt was objectionable because there was an existing Western Australian company of a similar name. It took about 14 days to come to an arrangement with the Western Australian company to change its name. That arrangement was concluded on Wednesday 31 May 2000 and the appropriate documentation was lodged with ASIC on that day. The application required a change of type. Section 164 of the Corporations Law deals with this. Section 164(1) says that ASIC must give notice under subs (3) that it intends to alter the details of the company's registration if certain things happen, which in fact happened. Subsection (3) says: "The notice that ASIC intends to alter the details of the company's registration must be: (a) included on the ASIC database; and