AI assistant
MAGONTEC LIMITED — Director's Dealing 2012
Aug 29, 2012
65327_rns_2012-08-29_8bbaa752-0a71-4242-992f-f3b37171d458.pdf
Director's Dealing
Open in viewerOpens in your device viewer
==> picture [561 x 52] intentionally omitted <==
==> picture [561 x 53] intentionally omitted <==
30 August 2012
Company Announcements Office Australian Stock Exchange Limited 20 Bridge Street Sydney, NSW, 2000
Dear Cormac
Late Lodgement of Appendix 3Y
I refer to your letter of 27 August 2012 regarding the late lodgement of Appendix 3Y in respect of shares issued to director Mr Guenter Franke. Your letter seeks a response on three questions (in black type below) in relation to the late lodgement of the document. The Company’s response to your questions is shown in red type below.
- “Please explain why the above Appendices were lodged late.”
The shares were issued on 2 December 2011 following the 2011 Annual General Meeting. The list of action emerging from the AGM was voluminous and in the allocation of priorities, coupled with other work, issue of the Appendix was overlooked.
- “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?”
The Company operates according to an action sheet which prescribes regulatory and compliance procedures for particular events.
In relation to the submission of Appendix 3Y those procedures have been reviewed and altered to reduce the risk of late submission.
- “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 Board has reviewed its compliance procedures and has put in place a new procedure to ensure that its ASX reporting obligations are properly managed in future.
Yours Sincerely
==> picture [127 x 49] intentionally omitted <==
John Talbot Company Secretary
Magontec Limited, L8,139 Macquarie Street Sydney NSW 2000 AUSTRALIA
==> picture [48 x 80] intentionally omitted <==
ASX Compliance Pty Limited ABN 26 087 780 489 20 Bridge Street Sydney NSW 2000 PO Box H224 Australia Square NSW 1215
27 August 2012
Telephone 61 2 9227 0135 Facsimile 61 2 9241 7620 www.asx.com.au
Mr John Talbot Company Secretary & CFO Magontec Limited Level 8, 139 Macquarie Street Sydney NSW 2000
By Email
Dear John,
Magontec Limited (the “Company”)
We refer to the following:
-
The Appendix 3Y lodged by the Company with ASX and released to the market on 27 August 2012 for Mr Guenter Franke (the “Notice”).
-
Listing rule 3.19A which requires an entity to tell ASX the following:
-
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.
-
On the date that the entity is admitted to the official list.
-
On the date that a director is appointed.
-
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.
-
-
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.
-
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.
-
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.
Page 1 of 2
- 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 Notice indicates that a change in Guenter Franke’s notifiable interest occurred on 2 December 2011. It appears that an Appendix 3Y should have been lodged with ASX by 9 December 2011. Consequently, the Company may be in breach of listing rules 3.19A and/or 3.19B. It also appears there may have been a breach of 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:
-
Please explain why the above Appendix was lodged late.
-
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?
-
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]. It should not be sent to the ASX Market Announcements Office. This is requested as soon as possible and, in any event, not later than 5.00pm E.S.T. on Thursday, 30 August 2012 .
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
==> picture [127 x 40] intentionally omitted <==
Cormac Murphy Adviser, Listings
Page 2 of 2