Another preliminary note revolves around the remedies claimed. With regard to these, the plaintiff's counsel announced in the hearing on July 8, 2024 (on page 9 of the minutes) that the plaintiff does not insist on the remedy of the allocation of shares, since as a result of the merger proceeding, the defendant is no longer traded on the Australian Stock Exchange. As such, it was clarified that the only remedies on which the plaintiff stands are the monetary remedies.
- After the conclusion of the hearing of the evidence, the parties summarized their arguments in writing, and after reviewing these summaries, as well as all the evidence that was submitted in the framework of the proceeding – this judgment was rendered, in the framework of which I will precede a decision for reasoning – I found that the claim should be dismissed, while accepting the defendant's arguments in the two core disputes between the parties. These disputes revolve, as detailed in detail above, about the plaintiff's entitlement to receive options to purchase the company's shares, in accordance with clause 3.1.4 that appears in the first, second and fourth agreements, as well as the plaintiff's entitlement to receive a commission consisting of a monetary payment and options for the second offering. As will be detailed below, after examining the arguments of the parties, I am satisfied that in terms of the decision and the provision of the specific remedies that are the subject of the lawsuit, the defendant's arguments regarding these two disputes should be accepted. This is in essence since, with regard to entitlement to options, I am of the opinion that no agreement to allocate options in addition to the financial commission has been proven at all, and in general, there was no agreement at all on the inclusion of clause 3.1.4 in the agreements between the parties. However, this is a clause that remained in the first and second signed versions by mistake and was added without consent to the fourth version of the agreement. More than necessary, I am of the opinion that in any event, the interpretation of the clause – both in light of its language and in light of the circumstances of its signature – shows that at most the intention of the parties was to grant the plaintiff the option (option) to convert the monetary commission money into shares, and there was no intention to grant the plaintiff entitlement to options to purchase the company's shares in addition to the financial commission.
As to the second dispute, which relates to a right to a commission in respect of the second offering, I am of the opinion that the contractual conditions for receiving any commission in respect of the second offering have not been proven. This is especially so since the IPO was carried out through Morgan and not through a company related to Amarda. Moreover, I find that in this matter I accept the defendant's arguments according to which the plaintiff's claims in the context of the second offering are suppressed claims, and in addition to that, the plaintiff has changed the front with regard to her claims in this context, with all that this entails.