Ok, here's my summary of Justice Colvin's very interesting full judgment:
(If you want to follow the bouncing ball, open the full judgment in a separate browser tab - preferably on a different screen .)
Decision (paras 7-9):
- All previously issued shares validated.
- JC declined to grant relief from civil liability to JB, Petra, or Pershing (para 9). He also noted that no such relief was sought by Poseidon or its present or former officers in respect to their own conduct (which was the proper thing to do, I think) (para 9). This means *none* those parties/persons are shielded from a civil claim that might (hypothetically) arise against any/all of them by any injured party. Personally, I think this is a fair and just decision -- not that I am qualified to second-guess JC.
Notwithstanding the above, I doubt anyone will launch a civil claim.
Subscription deed with Petra Capital (paras 22-25):
Full confirmation of what we already knew with regard to the long-standing 'laundry agreement' (my term) between Poseidon and Petra Capital. This is a classic example of how, if you're paying attention and are able to synthesize information from a variety of different readily available disclosure documents, then one can piece together a close enough approximation of what is going on behind the scenes long before the hypothesis is confirmed beyond doubt. What I did get wrong for the longest time was thinking that Pershing was the broker, rather than Petra. But hopefully that's forgivable, since there was no mention of Petra anywhere in the various disclosure documents over these years. (Many thanks to CI for volunteering the clarification in that regard.)
Affidavits (only those I thought were notable): TR Kestel (CoSec #1: Feb, 2004 to Nov, 2015) (paras 36-39):
- Very interesting reading. Will limit my comments regarding each CoSec to the facts only, as reported in the judgment (for obvious reasons).
- An experienced CoSec who deposed that he "...did not have a detailed understanding of all of the circumstances where a cleansing notice should be issued" (para 36).
- In a second affidavit he said that he was not given a copy of the agreement between Poseidon and Jefferies and was not aware of any of its other terms (para 38(2)).
- In an additional affidavit he said that he was aware of the subscription deed with Petra or its terms, except that it provided for Petra to subscribe for shares (para 38(4)).
G Jones (CoSec #2: Nov, 2015 to Sept, 2017) (paras 40-44):
- Nothing worth repeating here. Best to read those paras directly, if interested. (Being very careful not to make personal commentary here.)
EC Kestel (CoSec #3: Aug, 2017 to present) (paras 45-48):
- paras 47 & 48 are particularly interesting. Best to read those paras in the context of the overall narrative of all CoSecs, if interested. (Being very careful not to make personal commentary here.)
Three Aspects to the Relief Sought (paras 62-70):
- If you're in any doubt about what the legal concept of 'relief' is (in the context of this case, at least), then read paras 62-70 (particularly paras 62-66). It's very well written and not nearly as 'legalistic' as you might think.
No Evidence of Dishonesty (paras 71-82):
- None of the players involved were found to have acted dishonestly (read paras 74, 76, 78-80, 82).
No Substantial Injustice (paras 84-89):
- Relief from civil liability specifically *not* be extended to Jefferies, Petra, or Pershing, but the door was left open to each of them to seek such relief on their own behalf, at which time the Court would have the benefit of submissions and evidence to properly consider whether to grant it (para 88).
- NB: Poseidon and its past/present staff made no application for any relief from civil liability.
- ASIC neither consented to or opposed the proposed orders and ASX did not seek to participate (para 89).
- No affected shareholders who participated in the Share Issues (defined term relating to the relevant share placements) communicated any concern to Poseidon or the Court (para 89).
Costs:
- No order for costs made (para 92).
- In practical terms this means that Poseidon will pay the costs out of the company's pocket (i.e. rather than the court making an order for any/all of the other players (incl. POS staff) to pay some/all costs).
Z's Bottom Line:
- All previously issued shares were validated.
- No sanctions imposed on any of the players.
- In the absence of a specific order for costs, the company will pay.
That's it.
(PS. Getting tired now. Hopefully no dumb drafting errors.)
(20min delay)