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Artemis Resources Limited — Director's Dealing 2020
May 14, 2020
10429_rns_2020-05-14_837f4b0e-7cfe-40e5-bbdc-abc0adcf329c.pdf
Director's Dealing
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15 May 2020
Mr Simon Barcham Listings Compliance ASX Limited
Appendix 3Y – Change of Director’s Interest Notice Query
We refer to your letter dated 13 May 2020 in relation to the Change of Directors’ Interest notices lodged on 12 May 2020.
In response to the questions raised:
1. Please explain why the Appendix 3Y’s were lodged late.
The late lodgement was due to an oversight by the Company Secretary.
2. What arrangements does ARV have in place under Listing Rule 3.19B with its directors to ensure that it is able to meet its disclosure obligations under Listing Rule 3.19A?
The Company has a Continuous Disclosure Policy which documents the procedures adopted by the Company to ensure compliance with its continuous disclosure obligations under the Listing Rules, including its obligations under Listing Rule 3.19A, the administration of which is the primary responsibility of the Company Secretary.
Disclosure by Directors of changes to notifiable interests under Listing Rule 3.19A is a standing item at each Board meeting.
3. If the current arrangements are inadequate or not being enforced, what additional steps does ARV intend to take to ensure compliance with Listing Rule 3.19B?
The current arrangements are adequate to ensure compliance with Listing Rule 3.19B .
Yours sincerely,
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Guy Robertson Company Secretary
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Artemis Resources Limited ABN: 80 107 051 749 Telephone: +61 8 6319 0000 | Email: [email protected] Suite 1, 11 Ventnor Ave, WEST PERTH WA 6005 | PO Box 1291 West Perth WA 6872
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13 May 2020
Reference: 18129
Mr Guy Robertson Company Secretary Artemis Resources Limited
By email: [email protected]
Dear Mr Robertson
Artemis Resources Limited (‘ARV’): Appendix 3Y – Change of Director’s Interest Notice Query
ASX refers to the following:
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ARV’s Appendix 3Y (x4) lodged on the ASX Market Announcements Platform (‘MAP’) on 12 May 2020 for Messrs Mark Potter, Alastair Clayton, Daniel Smith and Edward Mead (the ‘Notices’);
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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.
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.
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.’
- Listing rule 3.19B which states that:
‘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 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 Notices indicate that a change to Mr Mead’s notifiable interest occurred on 1 May 2020. It appears that the Notice in respect of this change should have been lodged with ASX by 8 May 2020.
The Notices also indicate that changes to Messrs Mead, Potter, Clayton and Smith’s notifiable interests occurred on 4 May 2020. It appears that the Notices in respect to these changes should have been lodged with ASX by 11 May 2020. Consequently, ARV may have breached Listing Rules 3.19A and/or 3.19B.
ASX Customer Service Centre 131 279 | asx.com.au
ASX Limited [[Listings]]
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Please note that ASX is required to record details of breaches of the Listing Rules by listed entities for its reporting requirements.
ASX reminds ARV of its contract with ASX to comply with the Listing Rules. In the circumstances, ARV should make necessary arrangements to ensure it does not continue to breach the Listing Rules.
Request for Information
Under Listing Rule 18.7, we ask that you answer each of the following questions 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 .
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Please explain why the Appendix 3Y’s were lodged late.
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What arrangements does ARV have in place under Listing Rule 3.19B 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 ARV intend to take to ensure compliance with Listing Rule 3.19B?
When and where to send your response
Your response should be sent to me by e-mail at [email protected] . It should not be sent to the ASX Market Announcements Office.
A response is requested as soon as possible and, in any event, no later than half an hour before the start of trading (i.e. before 9:30 am AEST) on 18 May 2020.
Under Listing Rule 18.7A, a copy of this letter and your response will be released to the market, so your response should be in a form suitable for release and must separately address each of the questions asked.
Enquiries
If you have any queries or concerns about any of the above, please contact me immediately.
Yours sincerely
Simon Barcham
Listings Compliance (Perth)
2/2 ASX Customer Service Centre 131 279 | asx.com.au