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ATOMOS LIMITED — Director's Dealing 2019
Jun 13, 2019
64380_rns_2019-06-13_3bd40060-0572-4787-87e0-3f9e36641e5e.pdf
Director's Dealing
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ACN 139 730 500 (ASX:AMS) 29 Nott Street Port Melbourne VIC 3207
14 June 2019
Ms Kate Kidson ASX Listings Compliance Adviser 20 Bridge Street Sydney NSW 2000
Email: [email protected]
Dear Kate
Correction to Appendix 3Xs and Appendix 3Z
We refer to the Appendix 3Xs that were released on the ASX announcement platform for Atomos Limited ( Atomos ) on 28 December 2018 (Christopher Tait, Sir Hossein Yassaie and Jeromy Young) and the Appendix 3Z released on 6 February 2019 (Neil Chatfield).
The aforementioned disclosures incorrectly referred to the escrow period applicable to shares issued on exercise of the Directors’ Options which expire on 12 April 2028 ( Options ) as being for 18 months from the exercise date and in relation to Sir Hossien Yassaie’s Appendix 3X, the escrow period applicable to such shares was not stated. The escrow period relating to any shares issued on exercise of these Options is 18 months from the date of listing as outlined in the Prospectus dated 30 November 2018. Revised notices accompany this cover letter.
Furthermore, it has been identified that the Appendix 3X for Christopher Tait was incomplete.
Christopher Tait’s Appendix 3X, should have included his indirect interest in Atomos shares held via Jeli Investments Pty Ltd ( Jeli Investments ) (an entity that Christopher Tait is the sole director and joint shareholder of) which has a relevant interest in 545,041 fully paid ordinary shares in Atomos which are held by Halo Adapt Pty Ltd ( Halo Adapt ). Halo Adapt (as trustee for the Adaptive Investment Trust) holds 545,041 fully paid ordinary shares in Atomos. As Jeli Investments holds 25% of the voting power in Halo Adapt and Christopher Tait holds over 20% of the voting power in Jeli Investments, under section 608(3)(a) Corporations Act, each of Jeli Investments and Christopher Tait are deemed to have a relevant interest in the Atomos shares that are held by Halo Adapt.
The 545,041 fully paid ordinary shares are now subject to voluntary escrow until 12 months from the date of listing (previously six months), consistent with the voluntary escrow period applicable to Christopher Tait’s other holdings in Atomos securities.
The incorrect escrow period applicable to shares issued on exercise of the Directors’ Options and the omission of information from the original Appendix 3X of Christopher Tait were an oversight and have now been included in the revised Appendix 3Xs and Appendix 3Z attached.
Yours sincerely
Lisa Dadswell Company Secretary Atomos Limited
MELBOURNE[• ] TOKYO[• ] BEIJING[• ] LONDON[• ] FRANKFURT[• ] PARIS[• ] BROOKLYN[• ] PORTLAND[• ] LOS ANGELES
Appendix 3X Initial Director’s Interest Notice
Rule 3.19A.1
Appendix 3X
Amended Initial Director’s Interest Notice
Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public. Introduced 30/9/2001.
| Name of entity | Atomos Limited |
|---|---|
| ABN | 25 139 730 500 |
We (the entity) give ASX the following information under listing rule 3.19A.1 and as agent for the director for the purposes of section 205G of the Corporations Act.
| Name of Director Date of appointment |
Christopher Tait |
|---|---|
| 11 September 2017 |
Part 1 - Director’s relevant interests in securities of which the director is the registered holder
In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust
Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.
Number & class of securities
208,276 Fully Paid Ordinary Shares (which are subject to voluntary escrow until 12 months from the date of listing)
153,246 Share Options with an Exercise Price of $0.36 and expiring on 12 April 2028, subject to the terms and conditions of the Atomos Employee Share and Option Plan. The Share Options vested in full on the Company’s listing on the ASX and any shares issued on exercise will be held on escrow for a period of 18 months from the date of listing.
64,433 Share Options with an Exercise Price of $0.41 and expiring on 20 December 2028. Vesting date 30 June 2021, subject to the terms and conditions of the Atomos Long Term Incentive Plan.
- See chapter 19 for defined terms.
Appendix 3X Page 1
11/3/2002
Appendix 3X Initial Director’s Interest Notice
Part 2 – Director’s relevant interests in securities of which the director is not the registered holder
In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust
| Name of holder & nature of interest Note: Provide details of the circumstances giving rise to the relevant interest. Jeli Investments Pty Ltd ATF The Jeli Trust Mr Tait is the sole Director and joint shareholder of Jeli Investments Mr Christopher Tait & Mrs Fiona Tait ATF Tait Super Fund Halo Adapt Pty Ltd as trustee for the Adaptive Investment Trust As Jeli Investments Pty Ltd holds over 20% of the voting power in Halo Adapt Pty Ltd (i.e. owns 25% of the shares in Halo Adapt Pty Ltd) and Chris Tait holds over 20% of the voting power in Jeli Investments Pty Ltd, pursuant to section 608(3)(a) of the Corporations Act, each of Jeli Investments and Chris Tait has a deemed relevant interest in the Atomos shares held by Halo Adapt. Jeli Investments also owns 25% of the units in the Adaptive Investment Trust. |
Number & class of Securities 650,177 Fully Paid Ordinary Shares (which are subject to voluntary escrow until 12 months from the date of listing) 68,276 Fully Paid Ordinary Shares (which are subject to voluntary escrow until 12 months from the date of listing) 545,041 Fully Paid Ordinary Shares (which are subject to voluntary escrow until 12 months from the date of listing) |
|---|---|
Part 3 – Director’s interests in contracts
Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.
| Detail of contract | N/A |
|---|---|
| Nature of interest | N/A |
| Name of registered holder (if issued securities) |
N/A |
| No. and class of securities to which interest relates |
N/A |
- See chapter 19 for defined terms.
Appendix 3X Page 2
11/3/2002
Appendix 3X Initial Director’s Interest Notice
Rule 3.19A.1
Appendix 3X
Amended Initial Director’s Interest Notice
Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.
Introduced 30/9/2001.
Name of entity Atomos Limited ABN 25 139 730 500
We (the entity) give ASX the following information under listing rule 3.19A.1 and as agent for the director for the purposes of section 205G of the Corporations Act.
| Name of Director | Sir Hossein Yassaie |
|---|---|
| Date of appointment | 1 September 2016 |
Part 1 - Director’s relevant interests in securities of which the director is the registered holder
In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust
Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.
Number & class of securities
918,000 Fully Paid Ordinary Shares (which are subject to voluntary escrow until 12 months from the date of listing)
612,990 Share Options with an Exercise Price of $0.36 and expiring on 12 April 2028 subject to the terms and conditions of the Atomos Employee Share and Option Plan. The Share Options vested in full on the Company’s listing on the ASX and any shares issued on exercise will be held on escrow for a period of 18 months from the date of listing.
257,732 Share Options with an Exercise Price of $0.41 and expiring on 20 December 2028. Vesting date 30 June 2021, subject to the terms and conditions of the Atomos Long Term Incentive Plan.
- See chapter 19 for defined terms.
11/3/2002
Appendix 3X Page 1
Appendix 3X Initial Director’s Interest Notice
Part 2 – Director’s relevant interests in securities of which the director is not the registered holder
In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust
| Name of holder & nature of interest Note: Provide details of the circumstances giving rise to the relevant interest. HY Ventures Limited Sir Hossein Yassaie is the sole Director and Shareholder of HY Ventures Limited |
Number & class of Securities 779,766 Fully Paid Ordinary Shares (which are subject to voluntary escrow until 12 months from the date of listing) |
|---|---|
Part 3 – Director’s interests in contracts
Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.
| Detail of contract | N/A |
|---|---|
| Nature of interest | N/A |
| Name of registered holder (if issued securities) |
N/A |
| No. and class of securities to which interest relates |
N/A |
- See chapter 19 for defined terms.
Appendix 3X Page 2
11/3/2002
Appendix 3X Initial Director’s Interest Notice
Rule 3.19A.1
Appendix 3X
Amended Initial Director’s Interest Notice
Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.
Introduced 30/9/2001.
Name of entity Atomos Limited ABN 25 139 730 500
We (the entity) give ASX the following information under listing rule 3.19A.1 and as agent for the director for the purposes of section 205G of the Corporations Act.
| Name of Director | Jeromy Young |
|---|---|
| Date of appointment | 29 September 2009 |
Part 1 - Director’s relevant interests in securities of which the director is the registered holder
In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust
Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.
Number & class of securities
432,955 Share Options with an Exercise Price of $0.36 and expiring on 12 April 2028 subject to the terms and conditions of the Atomos Employee Share and Option Plan. The Share Options vested in full on the Company’s listing on the ASX and any shares issued on exercise will be held on escrow for a period of 18 months from the date of listing.
1,082,474 Share Options with an Exercise price of $0.41 and expiring on 20 December 2028. Vesting date 30 June 2021. Subject to the terms and conditions of the Atomos Long Term Incentive Plan.
320,122 Performance Rights expiring on 17 December 2019 with a vesting date of 30 June 2019. Subject to the terms and conditions of the Atomos Short Term Incentive Plan.
- See chapter 19 for defined terms.
11/3/2002
Appendix 3X Page 1
Appendix 3X Initial Director’s Interest Notice
Part 2 – Director’s relevant interests in securities of which the director is not the registered holder
In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust
| Name of holder & nature of interest Note: Provide details of the circumstances giving rise to the relevant interest. Ms Claire Louise Young ATF Young Family Trust(Jeromy Young is Ms Young’s spouse and a beneficiary of the Young Family Trust) |
Number & class of Securities 17,731,333 Fully Paid Ordinary Shares (which are subject to voluntary escrow until 24 months from the date of listing) |
|---|---|
Part 3 – Director’s interests in contracts
Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.
| Detail of contract | N/A |
|---|---|
| Nature of interest | N/A |
| Name of registered holder (if issued securities) |
N/A |
| No. and class of securities to which interest relates |
N/A |
- See chapter 19 for defined terms.
Appendix 3X Page 2
11/3/2002
Appendix 3Z Final Director’s Interest Notice
Rule 3.19A.3
Appendix 3Z
Amended Final Director’s Interest Notice
Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public. Introduced 30/9/2001.
Name of entity Atomos Limited ABN 25 139 730 500
We (the entity) give ASX the following information under listing rule 3.19A.3 and as agent for the director for the purposes of section 205G of the Corporations Act.
| Name of director | Neil Chatfield |
|---|---|
| Date of last notice | 28 December 2018 |
| Date that director ceased to be director | 1 February 2019 |
Part 1 – Director’s relevant interests in securities of which the director is the registered holder
In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust
Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.
Number & class of securities
612,990 Share Options with an Exercise Price of $0.36 and expiring on 12 April 2028 subject to the terms of the Atomos Employee Share and Option Plan. The Share Options vested in full on the Company’s listing on the ASX and any shares issued on exercise will be held on escrow for a period of 18 months from the date of listing.
- See chapter 19 for defined terms.
11/3/2002
Appendix 3Z Page 1
Appendix 3Z Final Director’s Interest Notice
Part 2 – Director’s relevant interests in securities of which the director is not the registered holder
Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.
In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust
| Name of holder & nature of interest Note: Provide details of the circumstances giving rise to the relevant interest N/A |
Number & class of securities N/A |
|---|---|
Part 3 – Director’s interests in contracts
| Detail of contract | N/A |
|---|---|
| Nature of interest | N/A |
| Name of registered holder (if issued securities) |
N/A |
| No. and class of securities to which interest relates |
N/A |
- See chapter 19 for defined terms.
Appendix 3Z Page 2
11/3/2002