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IRESS LIMITED — Director's Dealing 2010
Mar 8, 2010
65141_rns_2010-03-08_4c44b31d-c3f6-4397-96ea-99ae47d966fe.pdf
Director's Dealing
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9 March 2010
By Email: [email protected]
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Gonzalo Valencia Senior Adviser, Issuers ASX Markets Supervision Pty Ltd Level 45 South Tower 525 Collins Street Melbourne VIC 3000
Dear Gonzalo,
RE: Change of Director’s Interest Notice
Further to your letter of 4 March 2010 in relation to the Appendix 3Y lodged by the company with the ASX on 22 February 2010 for 10,000 IRESS shares acquired by Ms Jennifer Seabrook on 21 August 2009, we provide the following responses:
1. Please explain why the Appendix was lodged late.
In accordance with IRESS share trading policy, Ms Seabrook sought and obtained clearance from the Chairman prior to making her share purchase which was made in an approved trading window. Communication of this trade was overlooked at the time. In the course of preparing the IRESS full year accounts the difference was identified and promptly reported to the ASX.
2. 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?
Relevant Interest information is collected prior to a director’s appointment, and each director is made aware of their obligation to report all changes in relevant interest in the company’s shares. When a change occurs in a Director’s holding they notify the Company Secretary promptly, the paper work is prepared and information is lodged with the ASX.
In the case of the Managing Director, the Company Secretary is aware of incremental holdings arising through share grants, and is typically included in any communication with the Chairman in relation to the trading of any shares.
IRESS Market Technology Ltd A.B.N. 47 060 313 359
Corporate Office:
Level 18, 385 Bourke Street Melbourne Vic Australia Tel: (03) 9018 5800 Fax (03) 9018 5844
Sydney Office:
Suite 4, 14 Martin Place Sydney NSW Australia Tel: (02) 8273 7000 Fax: (02) 8273 7003
www.iress.com.au
3. 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.
The approach outlined in 2 above has worked satisfactorily in the past, particularly with the very modest level of transactions from non-executive directors historically.
This occurrence does highlight scope to enhance the timely capture of any omissions. A new standing agenda item to all future Board meetings will include a confirmation of Director shareholding positions. Further Directors when seeking approval from the Chairman for any future share trading will make their enquiry by email, including a cc. to the Company Secretary.
Please do not hesitate to contact me if you should have any further questions.
Kind regards
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STU BLAND Chief Financial Officer IRESS Market Technology Limited
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ASX Markets Supervision Pty Ltd ABN 26 087 780 489 Level 45 South Tower 525 Collins Street Melbourne VIC 3000
GPO Box 1784 Melbourne VIC 3001
Telephone 61 3 9617 8711 Facsimile 61 3 9614 0303 www.asx.com.au
4 March 2010
Mr Stuart Bland IRESS Market Technology Limited Level 18 85 Bourke Street MELBOURNE VIC 3000
By email only
Dear Stuart
IRESS Market Technology Limited (the “Company”) Appendix 3Y – Change of Director’s Interest Notice
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The Appendix 3Y lodged by the Company with ASX on 22 February 2010 for Ms Jennifer Seabrook.
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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). 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 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 listing rules 3.19A and 3.19B.
The Appendix 3Y indicates that a change in the Director’s relevant interests occurred on 21 August 2009. The Director’s Notices were not lodged within the time frame required by the listing rules. 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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3 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 return e-mail or by facsimile on facsimile number (03) 9614 0303. 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 (ie before 9.30 a.m. A.E.S.T.) on Tuesday, 9 March 2010.
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
Gonzalo Valencia Senior Adviser, Issuers (Melbourne)