Keybridge Capital Ltd v WAM Active Ltd

1 NSWLR 350; [2021] NSWCA 203

NSW Court of Appeal

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Interrogate

Catchwords

1. Corporations
2. › Takeovers
3. › Off-market bid
4. › Defeating conditions
5. › Freeing off-market bids from defeating conditions
6. › Bifurcated conditions
7. › Whether notice declaring offer free of conditions given within seven day period of close of offer was effective
8. › Whether condition related to happening of event or circumstance in s 652C(1)
9. › Corporations Act 2001 (Cth), ss 650F, 650G, 652C
1. Statutes
2. › Construction
3. › Statutory construction of corporations legislation
4. › Context and purpose
5. › Legislative history
6. › Whether literal meaning consistent with statutory purpose
7. › Corporations Act 2001 (Cth), s 650F(1)(a)
1. Corporations
2. › Takeovers
3. › Off-market bid
4. › Remedial orders
5. › Whether s 659C limits court jurisdiction after end of bid period
6. › Corporations Act 2001 (Cth), ss 659C, 1322, 1325D
1. Practice and Procedure
2. › Costs
3. › Whether party ordered to pay costs of application it did not oppose

Quick Take

A bifurcated condition arising from a prescribed occurrence event retains its character as a condition relating to an event in s 652C(1), permitting the bidder to free the offer up to 3 business days after the end of the offer period under s 650F(1)(a), rather than requiring 7 days' notice under s 650F(1)(b).