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ANSELL LIMITED — Director's Dealing 2015
Jan 13, 2015
64385_rns_2015-01-13_b57e3d28-1e4f-43fd-9dfe-112c3c29854b.pdf
Director's Dealing
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Ansell Limited A.B.N. 89 004 085 330 Level 3, 678 Victoria Street Richmond, Victoria 3121, Australia GPO Box 772H Melbourne Victoria 3001, Australia Telephone (+613) 9270 7270 Facsimile (+613) 9270 7300 www.ansell.com
14 January 2015
Kate Kidson Principal Advisor ASX Limited Level 4, North Tower 525 Collins Street MELBOURNE VIC 3000
By email: [email protected]
Dear Ms Kidson
RESPONSE TO LETTER DATED 12 JANUARY 2015
We refer to your letter to Ansell Limited ( Company ) on 12 January 2015 in relation to the Appendix 3Y’s lodged by the Company on 7 January 2015 for Annie H Lo, LD Crandall, Glenn Lawrence Barnes, John Andrew Bevan, Marissa T Peterson, William Peter Day and Ronald JS Bell.
We regret that the documents were not lodged by the due date of 2 January 2015. This was an isolated incident. To ensure the accuracy of the disclosures, the Company sought certain details of the holdings from its third party service provider and given the Christmas/New Year period there was a slight delay over a weekend in the provision of those details. As a result, the Appendix 3Y’s were lodged 3 business days late. The Company does not expect that this delay will occur again.
The Company’s arrangements with its directors are such that any share purchases are undertaken via a trust arrangement with a third party service provider, with shares subsequently being allocated to the relevant director. The Company has taken a conservative view and elected to use the date of acquisition of the shares by the trust as the date on which a notifiable interest arises, notwithstanding that beneficial ownership by the relevant director arises subsequently. Accordingly it may be possible that the notifiable interest arose at a later date, in which case no breach has occurred.
The Company has systems in place to ensure that its third party service provider provides details of all share acquisitions undertaken on behalf of the directors as soon as practicable and in any event such that disclosures can be made by the Company within the 5 business day deadline imposed by the Listing Rules.
Yours sincerely
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Alistair Grant Company Secretary
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ASX Compliance Pty Ltd ABN 26 087 780 489 Level 4 Rialto North Tower 525 Collins Street Melbourne VIC 3000
12 January 2015
GPO Box 1784 Melbourne VIC 3001
Alistair Grant Company Secretary Ansell Limited
Telephone 61 3 9617 8772 Facsimile 61 3 9614 0303 www.asx.com.au
By Email Dear Alistair,
Ansell Limited (the “Company ”)
We refer to the following;
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The Appendix 3Y’s lodged by the Company with ASX on 7 January 2015 for Annie H Lo; LD Crandall; Glenn Lawrence Barnes; John Andrew Bevan; Marissa T Peterson; William Peter Day; and Ronald JS Bell.
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Listing rule 3.19A which requires an entity to tell ASX the following:
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3.19A.1 The notifiable interests of a director of the entity (or in the case of a trust, a director of the responsible entity of the trust) at the following times.
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On the date that the entity is admitted to the official list.
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On the date that a director is appointed.
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The entity must complete Appendix 3X and give it to ASX no more than 5 business days after the entity’s admission or a director’s appointment.
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3.19A.2 A change to a notifiable interest of a director of the entity (or in the case of a trust, a director of the responsible entity of the trust) including whether the change occurred during a closed period where prior written clearance was required and, if so, whether prior written clearance was provided. The entity must complete Appendix 3Y and give it to ASX no more than 5 business days after the change occurs.
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3.19A.3 The notifiable interests of a director of the entity (or in the case of a trust, a director of the responsible entity of the trust) at the date that the director ceases to be a director. The entity must complete Appendix 3Z and give it to ASX no more than 5 business days after the director ceases to be a director.
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Listing rule 3.19B which states as follows.
An entity must make such arrangements as are necessary with a director of the entity (or in the case of a trust, a director of the responsible entity of the trust) to ensure that the director discloses to the entity all the information required by the entity to give ASX completed
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Appendices 3X, 3Y and 3Z within the time period allowed by listing rule 3.19.A. The entity must enforce the arrangements with the director.
- The Companies Update dated 27 June 2008, reminding listed entities of their obligation to notify ASX within 5 business days of the notifiable interests in securities held by each director and outlining the action that ASX would take in relation to breaches of listings rules 3.19A and 3.19B.
The Appendix 3Y indicates that changes in each director’s notifiable interest occurred on 23 December 2014. It appears that the Notice should have been lodged with ASX by 2 January 2015. Consequently, the Company may be in breach of listing rules 3.19A and/or 3.19B.
Please note that ASX is required to record details of breaches of the listing rules by listed companies for its reporting requirements.
ASX reminds the Company of its contract with ASX to comply with the listing rules. In the circumstances ASX considers that it is appropriate that the Company make necessary arrangements to ensure there is not a reoccurrence of a breach of the listing rules.
Having regard to listing rules 3.19A and 3.19B and Guidance Note 22: “Director Disclosure of Interests and Transactions in Securities - Obligations of Listed Entities”, we ask that you answer each of the following questions:
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Please explain why the Appendix was lodged late.
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What arrangements does the Company have in place with its directors to ensure that it is able to meet its disclosure obligations under listing rule 3.19A?
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If the current arrangements are inadequate or not being enforced, what additional steps does the Company intend to take to ensure compliance with listing rule 3.19B?
Your response should be sent to me by e-mail at [email protected] It should not be sent to the Company Announcements Office.
A response is requested as soon as possible and, in any event, not later than half an hour before the start of trading (i.e. before 9.30 a.m. EDST) on Thursday, 15 January 2015 .
Under listing rule 18.7A, a copy of this query and your response will be released to the market, so your response should be in a form suitable for release and should separately address each of the questions asked. If you have any queries or concerns, please contact me immediately.
Yours sincerely
Sent electronically without signature
Kate Kidson Principal Adviser, ListingsCompliance (Melbourne)