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AUREKA LIMITED — Director's Dealing 2012
Jun 20, 2012
64352_rns_2012-06-20_104623d6-e216-4d3f-b929-e45d2d844972.pdf
Director's Dealing
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21 June 2012
Mr Dean Litis Adviser, Listings (Melbourne) ASX Compliance Pty Ltd Level 4, Rialto North Tower 525 Collins Street MELBOURNE VIC 3000
By email
Dear Dean
Appendix 3Y – Change of director’s interest notice
Attached is an Appendix 3Y in relation to changes of interest of a director of Navarre Minerals Limited (Navarre). This letter explains why the Appendix 3Y is being lodged late and seeks to address questions that the ASX may ask in these circumstances.
Explanation for late lodgement
The changes disclosed in the attached Appendix 3Y relate to the acquisition of Navarre shares by Glenelg Mining Pty Ltd (Glenelg). Glenelg is a private company, of which Mr McDermott is one of two directors and beneficial owners.
On 31 May 2012, Glenelg acquired on-market 5,000 Navarre shares. This trade was initiated by Mr McDermott’s co-director, without prior consultation with Mr McDermott. Mr McDermott notified Navarre of the trade when he became aware that it had taken place on 1 June 2012. It was then realised by Navarre, on further investigation, that Glenelg already held 13,333 Navarre shares, which had not been disclosed as part of Mr McDermott’s indirect interests in Navarre. Of those 13,333 shares, 10,000 were acquired in March 2011 through the initial public offering (IPO) of Navarre shares and the remaining 3,333 were acquired in August 2011 through an entitlement offer to Navarre shareholders. Although Navarre had been advised of Mr McDermott’s connection with Glenelg, it was not aware of the specific transactions outlined above until Mr McDermott’s notification of the most recent acquisition of 5,000 shares.
Navarre acknowledges that it is late in disclosing the above transactions to the market. However, Navarre considers that this is a ‘one-off’ situation, stemming back to the unintended oversight, at the time of Navarre’s IPO, of disclosure of Mr McDermott’s indirect interest in the 10,000 shares acquired by Glenelg through the IPO. In relation to the delay in disclosing the most recent trade, Navarre wished to complete its investigation of the previous transactions, and confirm that there were no other interests to be disclosed, before lodging the attached Appendix 3Y.
Navarre Minerals Limited | ABN 66 125 140 105 40 - 44 Wimmera Street | PO Box 385 | Stawell VIC 3380 Australia t +61 3 5358 8625 e [email protected] | w navarre.com.au
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?
Navarre has agreements with each director, setting out the director’s obligations in relation to disclosure of changes in interests held in Navarre’s securities, including the requirements for disclosing information required for completion and lodgement of Appendix 3Y with ASX within the time limits prescribed by the ASX Listing Rules.
Each director is provided with a copy of Navarre’s Securities Trading Policy, which sets out the requirements in relation to trading in securities and disclosure of securities transactions to Navarre.
If the current arrangements are inadequate or not being enforced, what additional step(s) does the Company intend to take to ensure compliance with Listing Rule 3.19B?
Navarre believes that the current arrangements are generally adequate and are enforced, this instance notwithstanding. Nonetheless, all directors have been reminded of the importance of complying with their undertaking to Navarre in order to ensure compliance with the Listing Rules. Navarre understands that Mr McDermott has discussed the issue with his co-director of Glenelg and has made clear that no further Navarre shares may be acquired by Glenelg without his express permission (and then only in compliance with Navarre’s Securities Trading Policy).
Navarre is committed to ensuring that there are no further late lodgements in relation to changes of directors’ interests, and is confident that it has the necessary procedures in place to prevent the occurrence of late disclosure in the future.
Clarification of total number of ordinary shares held by Mr McDermott
During Navarre’s investigation of the above matters and the process of auditing its past director’s interest disclosures relating to Mr McDermott, Navarre has become aware of a past error in calculating the total number of Navarre shares in which Mr McDermott has an interest. This error, which had resulted in Mr McDermott’s interest being overstated by 55,000 shares, has been corrected in the attached Appendix 3Y.
Yours sincerely NAVARRE MINERALS LIMITED
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Jane Nosworthy Company Secretary
Navarre Minerals Limited | ABN 66 125 140 105 40 - 44 Wimmera Street | PO Box 385 | Stawell VIC 3380 Australia t +61 3 5358 8625 e [email protected] | w navarre.com.au
Appendix 3Y Change of Director’s Interest Notice
Rule 3.19A.2
Appendix 3Y
Change of 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 30/09/01 Amended 01/01/11
| Name of entity | Navarre Minerals Limited |
|---|---|
| ABN | 66 125 140 105 |
We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.
| Name of Director | Geoffrey John McDermott |
|---|---|
| Date of last notice | 12 March 2012 |
Part 1 - Change of director’s relevant interests in securities
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.
| Direct or indirect interest | Indirect |
|---|---|
| Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest. |
Glenelg Mining Pty Ltd (Mr McDermott is a director of and has a beneficial interest in Glenelg Mining Pty Ltd.) New Chum Holdings Pty Ltd (Mr McDermott is a director of and has a beneficial interest in New Chum Holdings Pty Ltd.) New Chum Holdings Pty Ltd **Chum**\ **Superannuation A/C> (Mr McDermott is a director of and has a beneficial interest in New Chum Holdings Pty Ltd.) Mr Geoffrey John McDermott & Mrs Catherine Lee McDermott **McDermott> (Mrs Catherine Lee McDermott is Mr McDermott’s wife.) Mrs Catherine Lee McDermott (wife of Mr McDermott) |
| Date of change | (1) 22 March 2011 (2) 26 August 2011 (3) 31 May 2012 |
| No. of securities held prior to change | Ordinary fully paid shares: 4,583,974 Unlisted options for ordinary shares: 1,500,000 exercisable at$0.20,expire31/12/14 |
| Class | Ordinary fully paid shares |
- See chapter 19 for defined terms.
01/01/2011 Appendix 3Y Page 1
Appendix 3Y Change of Director’s Interest Notice
| Number acquired | (1) 10,000 (2) 3,333 (3) 5,000 |
|---|---|
| Number disposed | Nil |
| Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation |
(1) $2,000 (2) $767 (3) $950 |
| No. of securities held after change | Ordinary fully paid shares: 4,602,307 Unlisted options for ordinary shares: 1,500,000 exercisable at $0.20, expire 31/12/14 |
| Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back |
(1) Prospectus issue (2) Entitlement issue (3) On-market trade |
Part 2 – Change of 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 | Not applicable |
|---|---|
| Nature of interest | |
| Name of registered holder (if issued securities) |
|
| Date of change | |
| No. and class of securities to which interest related prior to change Note: Details are only required for a contract in relation to which the interest has changed |
|
| Interest acquired | |
| Interest disposed | |
| Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation |
|
| Interest after change |
Part 3 –[+] Closed period
Were the interests in the securities or contracts detailed No above traded during a[+] closed period where prior written clearance was required?
- See chapter 19 for defined terms.
Appendix 3Y Page 2
01/01/2011
Appendix 3Y Change of Director’s Interest Notice
| If so, was prior written clearance provided to allow the trade to proceed during this period? |
N/A |
|---|---|
| If prior written clearance was provided, on what date was this provided? |
N/A |
- See chapter 19 for defined terms.
01/01/2011 Appendix 3Y Page 3