In the Matter of Chameleon Mining NL [2009] NSWSC 660

New South Wales Supreme Court

CITATION : In the Matter of Chameleon Mining NL [2009] NSWSC 660

HEARING DATE(S) : 8 July 2009

JUDGMENT DATE : 8 July 2009

JURISDICTION : Equity

JUDGMENT OF : White J

EX TEMPORE JUDGMENT DATE : 8 July 2009

DECISION : Refer to para 16 of the judgment.

CATCHWORDS : CORPORATIONS - application for an order under s 1322(4)(d) of the Corporations Act 2001 (Cth) extending the time for a company to give notice of share placement in accordance with disclosure requirements of s 708A(5) and (6)

LEGISLATION CITED : Corporations Act 2001 (Cth)

Re Chartered Hall Limited [2007] FCA 1316 CASES CITED : Re Diversified United Investment Limited [2008] FCA 720 Re AJ Lucas Group Limited [2008] FCA 999

PARTIES : In the Matter of Chameleon Mining NL

FILE NUMBER(S) : SC 3610/09

COUNSEL : Applicant: S G Habib

SOLICITORS : Applicant: Piper Alderman

IN THE SUPREME COURT OF NEW SOUTH WALES EQUITY DIVISION CORPORATIONS LIST

WHITE J

Wednesday, 8 July 2009

3610/09 In the Matter of Chameleon Mining NL JUDGMENT 1 HIS HONOUR: This is an application under s 1322(4)(d) of the Corporations Act 2001 (Cth) for an order extending the time for the plaintiff company to give a notice under s 708A(6) and for consequential or ancillary relief. 2 The plaintiff is a listed company. On 4 May 2009 the plaintiff announced a private placement of 50 million ordinary fully paid shares to raise working capital. Unless s 708A applies, and its requirements complied with, persons to whom the shares were issued would need to make disclosure in accordance with Pt 6 D.2 of the Act if that person acquired the shares for the purpose of selling them, or transferring them, or granting interest in them, and offered the shares for sale within twelve months after their issue (s 707(3)(b)(ii)). 3 The placement was completed on 4 June 2009. In the circumstances which pertain in the present case, such disclosure would not be required if the company gave a notice which complied with s 708A (6) (see s 708 (5)(a)-(e)(i)). Section 708A(6) requires a notice which complies with that subsection to be given within five business days after the day on which the relevant securities were issued. 4 The completion of the private placement was duly announced to the Exchange on 4 June 2009. To comply with s 708A(6) the notice was required to have been given by 12 June 2009. The evidence on this application shows that the requirements of paragraphs (a)-(d) of s 708A(5) are satisfied.