Background
Anteris Technologies Global Corp is dual-listed on Nasdaq and the ASX, where its shares are represented by CHESS Depositary Interests (CDIs). Two investors exercised warrants, and Anteris issued them 44,068 CDIs on 10 July 2026.
The issue was exempt from initial disclosure requirements because the recipients were sophisticated or professional investors. But Anteris needed to give ASX a “cleansing notice” within five business days to permit on-sales of the CDIs without further disclosure. Its CFO inadvertently overlooked the deadline of 17 July. After discovering the omission on 30 July, Anteris sought advice, obtained a trading halt, lodged the notice on 31 July, and urgently applied for relief under s 1322 of the Corporations Act 2001 (Cth).
The Court’s Holding
Justice Wheatley granted the requested remedial relief. The Court extended the five-business-day period for the cleansing notice to 31 July 2026 and deemed the notice lodged that day to have taken effect on 10 July 2026, the date the impacted CDIs were issued.
The Court also declared that offers for sale and sales of the impacted CDIs before the order were not invalid because of the missing timely notice or resulting non-compliance with ss 707(3) or 727(1). It relieved recipients and subsequent on-sellers from civil liability for those matters. The omission was an honest, inadvertent oversight, Anteris acted promptly once it discovered it, and the Court was not satisfied that substantial injustice had been or was likely to be caused.
Key Takeaways
- A late cleansing notice can be validated under s 1322 where the statutory conditions and discretionary considerations are met.
- An honest administrative oversight, followed by prompt corrective action, supported relief in this case.
- The orders protect past on-sales and on-sellers from the disclosure consequences of the missed deadline, subject to a 28-day liberty to apply.
Why It Matters
The decision illustrates the Federal Court’s broad remedial power to prevent an inadvertent compliance lapse from invalidating securities transactions or exposing market participants to civil liability. It does not dispense with the cleansing-notice regime: the Court emphasised that s 1322 relief depends on the circumstances, the purposes of the Act, affected parties’ interests, and the public interest in compliance.
Anteris was required to serve the orders on ASIC, ASX and the original CDI recipients, publish them through ASX and on its website for at least 28 days, and allow ASIC or any person claiming substantial injustice 28 days to seek variation or discharge.