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ENCOUNTER RESOURCES LIMITED — Director's Dealing 2011
Nov 22, 2011
64856_rns_2011-11-22_4f689baa-0174-4f9b-a377-e6aaea7a0b13.pdf
Director's Dealing
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Level 7, 600 Murray Street West Perth WA 6005 PO Box 273 West Perth WA 6872
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P 08 9486 9455 F 08 6210 1578 www.enrl.com.au
23 November 2011
Australian Securities Exchange Level 8, Exchange Plaza 2 The Esplanade Perth WA 6000
Attention: Sebastian Bednarczyck
By Email: [email protected]
Dear Sebastian
Appendix 3Y – Change of Directors Interest Notice
With regard to your letter dated 22 November 2011 concerning the Appendix 3Y lodged for Mr Paul Chapman on 10 November 2011, and the questions raised therein, we respond as follows:
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The Appendix 3Y was lodged late as a result of an inadvertent administrative oversight by Mr Chapman in respect of his appointment as executor of his late mother’s estate.
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Arrangements are in place to ensure that the Company is able to meet its disclosure obligations under Listing Rule 3.19A.
Yours sincerely
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Kevin Hart Company Secretary
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ASX Compliance Pty Limited ABN 26 087 780 489 Level 8 Exchange Plaza 2 The Esplanade PERTH WA 6000
GPO Box D187 PERTH WA 6840
22 November 2011
Kevin Hart Company Secretary Encounter Resources Limited 600 Murray Street WEST PERTH WA 6005
Telephone 61 8 9224 0000 Facsimile 61 8 9221 2020 www.asx.com.au
By Email: [email protected]
Dear Kevin,
ENCOUNTER RESOURCES LIMITED (the “Company ”)
We refer to the following;
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The Appendix 3Y lodged by the Company with ASX on 10 November 2011 for Paul Chapman (the “Director Notice”);
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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.
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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.
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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.
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Listing rule 3.19B which states as follows.
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
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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 Companies Update dated 27 June 2008, reminding listed entities of their obligation to notify ASX within 5 business days of the notifiable interests in securities held by each director and outlining the action that ASX would take in relation to breaches of listings rules 3.19A and 3.19B.
The Appendix 3Y indicates that a change in Director’s notifiable interest occurred on 20 July 2011. It appears that the Director’s Notice should have been lodged with ASX by 27 July 2011. Consequently, the Company may be in breach of listing rules 3.19A and/or 3.19B. It also appears the directors concerned may have breached section 205G of the Corporations Act.
Please note that ASX is required to record details of breaches of the listing rules by listed companies for its reporting requirements.
ASX reminds the Company of its contract with ASX to comply with the listing rules. In the circumstances ASX considers that it is appropriate that the Company make necessary arrangements to ensure there is not a reoccurrence of a breach of the listing rules.
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”, we ask that you answer each of the following questions:
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Please explain why the Appendix was lodged late.
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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?
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If the current arrangements are inadequate or not being enforced, what additional steps does the Company intend to take to ensure compliance with listing rule 3.19B?
Your response should be sent to me by e-mail at [email protected] or by facsimile on facsimile number (08) 9221 2020. It should not be sent to the Company Announcements Office.
A response is requested as soon as possible and, in any event, not later than half an hour before the start of trading (i.e. before 6.30 a.m. WST) on Friday, 25 November 2011 .
Under listing rule 18.7A, a copy of this query and your response will be released to the market, so your response should be in a form suitable for release and should separately address each of the questions asked. If you have any queries or concerns, please contact me immediately.
Yours sincerely
[Sent electronically without signature]
Sebastian Bednarczyk Adviser, Listings (PERTH)