The first appellant and first respondent were mining companies. The latter made an offer to acquire all shares in the former. Contending that the offer constituted "an offer to the public for the subscription of shares" as contemplated by section 145 of the Companies Act 1973, which, because it was not accompanied by a prospectus, was prohibited by the terms of that section. It appealed against the refusal to grant declaratory relief to such effect.
Held that the first respondent's offer did not fall into the category contemplated by section 145. The appeal was therefore dismissed.