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EMU NL — Director's Dealing 2021
Mar 29, 2021
64851_rns_2021-03-29_56b23496-411c-4e60-9c83-329d874d8961.pdf
Director's Dealing
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Emu NL ( EMU or the Company , ASX:EMU) advises that it has cancelled 500,000 options exercisable at $0.15 each on or before 23 August 2021 ( Options ), and attaches with this announcement an Appendix 3Y ‘change of director’s interest notice’ in respect of those cancelled options and the sale of 1,000,000 fully paid ordinary shares ( Wonfair Shares ).
On 23 February 2021, as part of its placement to raise ~$3 million, the Company issued the Wonfair Shares at $0.042 each, together with the free attaching Options, to Wonfair Investments Pty Ltd ( Wonfair ; the Wonfair Shares and Options together being the Wonfair Securities ).
The Company has taken the view that, despite Mr Tim Staermose (a director of EMU) not being a beneficial owner in Wonfair and having no material personal interest in the issue of the Wonfair Securities, Wonfair is a related party of EMU because Mr Staermose controls 100% of the voting shares of Wonfair.
In accordance with section 6 of ASX Guidance Note 25 (which sets out the enforcement powers ASX could exercise if an entity issues securities to a related party in breach of Listing Rule 10.11):
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The Company and Wonfair agreed to cancel the Options;
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Wonfair has sold the Wonfair Shares on market, yielding net sale proceeds of $51,852 and therefore a pre-tax profit of $9,852; and
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Wonfair will donate the pre-tax profit to an entity registered with the Australian Charities and Not-for-Profits Commission by 7 April 2021.
The Company and its officers are cognisant and aware of their obligations relating to the issue of securities to related parties. The above, unintentional breach of ASX listing rule 10.11 was detected internally and the cause of the breach (certain misunderstandings and assumptions being made in respect of the placement and the effect of Mr Staermose’s relationship with Wonfair) investigated and understood so that it is not repeated.
AUTHORISED FOR RELEASE BY THE BOARD OF EMU
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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: | EMU NL |
|---|---|
| ABN: | 50 127 291 927 |
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 | Tim Sandeman Staermose |
|---|---|
| Date of last notice | 1 March 2021 |
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 | Direct and Indirect |
|---|---|
| Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest. |
Wonfair Investments Pty Ltd (TSS controls voting shares of, but is not a beneficial owner in Wonfair) |
| Date of change | 23 to 26 March 2021 |
| No. of securities held prior to change | Direct: Fully paid ordinary shares – 64,205 Options to acquire partly paid ordinary shares, exercisable at $0.03 each, on or before 21.12.2021 – 3,000,000 Indirect: Fully paid ordinary shares – 11,563,182 Partly paid ordinary shares - 750,000 Options to acquire fully paid ordinary shares, exercisable at $0.15 each, on or before 23.8.2021 – 500,000 |
| Class | (i) Quoted shares (ii) Unquoted options to acquire fully paid ordinary shares |
| Number acquired | N/A |
- See chapter 19 for defined terms.
01/01/2011 Appendix 3Y Page 1
Appendix 3Y Change of Director’s Interest Notice
| Number disposed | (i) 1,000,000 (ii) 500,000 |
|---|---|
| Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation |
$51,972 |
| No. of securities held after change | Direct: Fully paid ordinary shares – 64,205 Options to acquire partly paid ordinary shares, exercisable at $0.03 each, on or before 21.12.2021 – 3,000,000 Indirect: Fully paid ordinary shares – 10,563,182 Partly paid ordinary shares - 750,000 |
| Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy-back |
(i) On-market sale (ii) Cancellation of options |
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 | N/A |
|---|---|
| Nature of interest | N/A |
| Name of registered holder (if issued securities) |
N/A |
| Date of change | N/A |
| 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 |
N/A |
| Interest acquired | N/A |
| Interest disposed | N/A |
| Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation |
N/A |
| Interest after change | N/A |
- See chapter 19 for defined terms.
01/01/2011 Appendix 3Y Page 2
Lodged : 30/3/2021
Appendix 3Y Change of Director’s Interest Notice
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? If so, was prior written clearance provided to allow the trade N/A to proceed during this period? If prior written clearance was provided, on what date was this N/A provided?
- See chapter 19 for defined terms.
01/01/2011 Appendix 3Y Page 3