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ELEMENTOS LIMITED — Director's Dealing 2014
Mar 23, 2014
64837_rns_2014-03-23_309e5d52-9ac7-4ad2-8590-1d7f12b286a0.pdf
Director's Dealing
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24 March 2014
APPENDIX 3Y – REISSUE
We refer to the announcement released on 21[st] March 2014 regarding the completion of the issue of options to acquire Shares ( Options ) to Mr Calvin Treacy, as approved by Elementos Limited ( Elementos ) shareholders on 20 February 2014 ( Option Issue ).
That announcement disclosed that Elementos had identified that an Appendix 3Y had not previously been released to the ASX in respect of Mr Treacy’s relevant interest in Elementos Shares that arose from the completion of the acquisition of Rockwell Minerals Limited ( Rockwell ) ( Acquisition ).
The relevant Appendix 3Y attached to that announcement also included disclosure of Mr Treacy’s relevant interest following the issue of Options to Mr Treacy, which incorporated Mr Treacy’s relevant interest arising from the Acquisition.
Elementos now encloses two separate Appendix 3Y’s, which, separately, disclose:
-
(a) the change in Mr Treacy’s relevant interest arising from the Acquisition; and
-
(b) the change in Mr Treacy’s relevant interest arising from the Option Issue.
Elementos further advises that:
- (a) The Appendix was lodged late as a result of an administrative oversight within Elementos. The 3Y and disclosure of this oversight was made immediately upon Elementos becoming aware of it.
Specifically, Mr Treacy was appointed as a Director of Elementos following the Acquisition in late October 2013.
However, while Mr Treacy’s interest in Rockwell shares was disclosed to Shareholders in Rockwell’s Targets’ Statement dated 7 August, the release of Appendix 3Y following the subsequent allotment of Shares to Mr Treacy on 1 November 2013, in accordance with the Acquisition, was overlooked.
- (b) Elementos has adopted formal Board Governance Protocols that require each Director to provide disclosure of changes in their relevant interests.
These requirements are also contained in the Company’s securities trading policy and the letter of appointment for each Director also refers to these requirements and, expressly, the need to disclose this information to Elementos at the time of such transactions so that this information can be disclosed to the market.
- (c) Elementos considers that the current arrangements are adequate to ensure and that the late lodgement was an isolated instance that can be attributed solely to an administrative error at a time when there was a
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significant change in the composition of the Company’s Board and management.
Notwithstanding this, the Company intends to review its Corporate Governance Protocols so as to remind each of its Directors and senior management of these requirements at is next Board meeting.
For more information please contact:
Linda Scott
Company Secretary Phone: +61 (7) 3221 7770 Email: [email protected]
Elementos is an Australian, ASX-listed, diversified metals company, including Cleveland, an advanced stage tin-copper and tungsten project in Tasmania, together with a number of prospective copper and gold assets in South America and Australia.
Please visit us at www.elementos.com.au
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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 Elementos Limited
ABN 49 138 468 756
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.
| We (the entity) give ASX the following the director for the purposes of section |
information under listing rule 3.19A.2 and as agent for 205G of the Corporations Act. |
|---|---|
| Name of Director | Calvin Treacy |
| Date of last notice | 21 October 2013 |
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 | (a) Direct; (b) Indirect. |
|---|---|
| Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest. |
(a) Calvin Treacy is the registered holder; (b) Seafour Investments Pty Ltd (a company for which Calvin Treacy is a Director and Shareholder), as trustee for the Treacy Family Trust (for which Calvin Treacyis a beneficiary). |
| Date of change | 1 November 2013 |
| No. of securities held prior to change | (a) Nil; (b) Nil. |
| Class | (a) Ordinary shares; (b) Ordinary shares. |
| Number acquired | (a) 7,000,000; (b) 15,750,004. |
- See chapter 19 for defined terms.
01/01/2011 Appendix 3Y Page 1
Appendix 3Y Change of Director’s Interest Notice
| Number disposed | (a) Nil; (b) Nil. |
|---|---|
| Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation |
(a) Sale of shares in Rockwell Minerals Limited to Elementos Limited; (b) Sale of shares in Rockwell Minerals to Elementos Limited. |
| No. of securities held after change | (a) 7,000,000; (b) 15,750,004. |
| Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back |
Issue of shares on the completion of the acquisition of Rockwell Minerals Limited in accordance with the Bidder’s Statement issued by Elementos Limited on 7 August 2013. |
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.
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Detail of contract
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
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Part 3 –[+] Closed period
- See chapter 19 for defined terms.
Appendix 3Y Page 2
01/01/2011
Appendix 3Y Change of Director’s Interest Notice
| Were the interests in the securities or contracts detailed above traded during a+closed period where prior written clearance was required? |
Not Applicable. |
|---|---|
| If so, was prior written clearance provided to allow the trade to proceed during this period? |
Not Applicable. |
| If prior written clearance was provided, on what date was this provided? |
Not Applicable. |
- See chapter 19 for defined terms.
01/01/2011 Appendix 3Y Page 3
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 Elementos Limited ABN 49 138 468 756
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 | Calvin Treacy |
|---|---|
| Date of last notice | 24 March 2013 |
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 | (a) Direct; (b) Indirect; (c) Indirect. |
|---|---|
| Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest. |
(a) Calvin Treacy is the registered holder; (b) Seafour Investments Pty Ltd (a company for which Calvin Treacy is a Director and Shareholder), as trustee for the Treacy Family Trust (for which Calvin Treacy is a beneficiary); (c) Seafour Investments Pty Ltd (a company for which Calvin Treacy is a Director and Shareholder), as trustee for the Treacy Family Trust (for which Calvin Treacyis a beneficiary. |
| Date of change | 20 March 2014 |
- See chapter 19 for defined terms.
01/01/2011 Appendix 3Y Page 1
Appendix 3Y Change of Director’s Interest Notice
| No. of securities held prior to change | (a) 7,000,000; (b) 15,750,004; (c) Nil. |
|---|---|
| Class | (a) Ordinary shares; (b) Ordinary shares; (c) Options to acquire ordinary shares. |
| Number acquired | (a) Nil; (b) Nil; (c) 6,200,000. |
| Number disposed | (a) Nil; (b) Nil; (c) Nil. |
| Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation |
(d) Nil; (e) Nil; (f) Continued services to Elementos Limited. |
| No. of securities held after change | (a) 7,000,000; (b) 15,750,004; (c) 6,200,000. |
| Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back |
Issue of Options pursuant to the Elementos Employee and Officer Share Option Plan. |
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 Nature of interest Name of registered holder (if issued securities)
- See chapter 19 for defined terms.
Appendix 3Y Page 2
01/01/2011
Appendix 3Y Change of Director’s Interest Notice
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
| Part 3 –+Closed period | |
|---|---|
| Were the interests in the securities or contracts detailed above traded during a+closed period where prior written clearance was required? |
Not Applicable. |
| If so, was prior written clearance provided to allow the trade to proceed during this period? |
Not Applicable. |
| If prior written clearance was provided, on what date was this provided? |
Not Applicable. |
- See chapter 19 for defined terms.
01/01/2011 Appendix 3Y Page 3