AI assistant
MYECO GROUP LTD — Director's Dealing 2009
Apr 5, 2009
65304_rns_2009-04-05_45942d8f-bf39-4ee7-b078-dbe0620d2f4a.pdf
Director's Dealing
Open in viewerOpens in your device viewer
==> picture [75 x 109] intentionally omitted <==
ACN 064 755 237
6 April 2009
M/s Frances Finucan Senior Adviser, Issuers (Brisbane) ASX Markets Supervision Pty Ltd Level 5 Riverside Centre 123 Eagle Street Brisbane QLD 4000.
By Email : frances.finucan @asx.com.au
Dear M/s Finucan
Directors Interests Notices (Appendices 3X, 3Y and 3Z)
Further to your letter of 2[nd] April 2009 regarding the timing of the lodgement of the above Notices the Company responds as follows:
1. Late Lodgement of Appendices 3X , 3Y and 3Z
- Late Lodgement of Appendices 3X and 3Z
The Company announced on the 16[th] of March 2009, the appointment of Dr John Scheirs to the Board of Cardia and the resignation of Mr. Robin Armstrong, both effective on the 16[th] of March 2009. This Announcement was in accordance with a Board direction following the receipt of a Consent to Act from Dr. Scheirs and a formal resignation from Mr.Armstrong. The Appendices 3X and 3Z were then prepared.
However, due to a processing error the two forms were not attached to the Announcement of the 16[th] of March 2009.
This was brought to the Company’s attention and corrected via the lodgement of these forms on the 31[st] of March 2009.
As a result new procedures have been put in place to ensure that announcements with attachments are checked before and after lodgement with the ASX by a responsible officer and signed off. In addition, after the ASX has confirmed the receipt of an announcement, the new procedures will ensure that the ASX website is reviewed to ensure that all attachments have been included and accepted by the system.
CARDIA TECHNOLOGIES LTD
REGISTERED OFFICE Suite 510 Level 5 Pacific Tower 737-741 Burwood Road Hawthorn Victoria 3122 Australia Telephone +61 3 9813 3228 Facsimile +61 3 9813 2668 Email: [email protected]
==> picture [75 x 109] intentionally omitted <==
ACN 064 755 237
- Late Lodgement of Appendix 3Y’s
The Company has recently completed a Scheme of Arrangement for a merger with Biograde Limited where part of the consideration involved the issue of Cardia shares and options to two directors and therefore required the completion of two Appendix 3Y’s (Change of Directors’ Interests)
Such an event is an exception to the normal market purchases or sales of securities by Directors for which the Company has a Security Trading Policy accepted and acknowledged by all Directors. A copy of this Policy is attached.
On this occasion the Board instructed the Company Secretary to make the appropriate disclosures to the ASX following the completion of the merger transaction.
In preparing the two Appendix 3Y’s however, the calculation of the number of days within which they had to be lodged with the ASX used the Quotation date of the 25[th] March 2009 as the base date rather than the correct date of 23[rd] March 2009, which was the Issue date of the Securities.
This resulted in the Appendix 3Y’s being lodged one day late on the 31[st] of March 2009.
Procedures have now been put in place to ensure that in the event of a scheme merger or acquisition the calculation of the 5 business days after any change to a Directors notifiable interest must be based on the issue date of the securities not the date of quotation of the Securities.
2. Disclosure Obligations under Listing Rule 3.19A
The policy and procedure to ensure Directors enable the Company to meet its disclosure obligations under Listing Rule 3.19A continues to be in place and is being adhered to by the Directors.
In this case, internal processing errors led to the late lodgement with the ASX.
A copy of the Company’s current policy is attached in the form of a Memorandum to all Directors.
CARDIA TECHNOLOGIES LTD
REGISTERED OFFICE Suite 510 Level 5 Pacific Tower 737-741 Burwood Road Hawthorn Victoria 3122 Australia Telephone +61 3 9813 3228 Facsimile +61 3 9813 2668 Email: [email protected]
==> picture [75 x 109] intentionally omitted <==
ACN 064 755 237
3. Compliance with Listing Rule 3.19B
The Company has put in place internal controls to ensure that for announcements with attached documents the above processing errors do not re-occur.
The Company has also implemented procedures to ensure that in the event of any future scheme mergers or acquisitions that result in the need for the lodgement of Appendix 3Y’s, the day count will be calculated from the “issue date” (plus 5 business days) for ASX lodgement.
Other than the above changes, the Company’s policy in respect to Listing Rule 3.19B remains unchanged.
Yours Sincerely,
John Wilson Company Secretary
CARDIA TECHNOLOGIES LTD
REGISTERED OFFICE Suite 510 Level 5 Pacific Tower 737-741 Burwood Road Hawthorn Victoria 3122 Australia Telephone +61 3 9813 3228 Facsimile +61 3 9813 2668 Email: [email protected]
==> picture [75 x 109] intentionally omitted <==
ACN 064 755 237
Memorandum to all Directors
Date:
Directors Responsibilities
The purpose of this Memorandum is to remind all Directors of the Company’s Securities Trading Policy (copy attached) and the disclosure obligations under ASX Listing Rule 3.19A
Listing Rule 3.19A requires the Company to advise the market of directors’ interests within 5 business days of the following events:
1. The date of appointment (Appendix 3X)
2. The date of any change (Appendix 3Y)
3. The date the director ceases to be a director (Appendix 3Z)
It is also the Company’s responsibilities under Listing Rule 3.19 B to establish the necessary arrangements with the Directors to ensure that they supply all the information required by the Company to meet its responsibilities under 3.19A.
Please therefore ensure that details of all purchases and sales of the Company’s securities in your name or that of a related party are supplied to the Company Secretary promptly on the day of the transaction.
In addition to the continuous disclosure requirements of the ASX Listing Rules Directors are also reminded of their obligation under Section 671B of the Corporations Act “Substantial Shareholding” to complete and supply the Company with the Forms 603, 604 and 605.In summary this occurs when their shareholding reaches 5% or more of the total number of shares on issue, varies by at least 1% or falls below 5%
John Wilson Company Secretary
CARDIA TECHNOLOGIES LTD
REGISTERED OFFICE Suite 510 Level 5 Pacific Tower 737-741 Burwood Road Hawthorn Victoria 3122 Australia Telephone +61 3 9813 3228 Facsimile +61 3 9813 2668 Email: [email protected]
==> picture [75 x 109] intentionally omitted <==
ACN 064 755 237
SECURITIES TRADING POLICY
Under the Company’s Securities Trading Policy, an Executive, including a Director, Company Secretary, or employee (including any employee of any subsidiary) must not trade in any securities of the Company at any time when they are in possession of unpublished price sensitive information in relation to those securities or the Company’s operations.
Before executing any trade, an executive must first obtain the approval of the Board to purchase (including the exercise of any options) or sell any securities of the Company.
As required by the ASX Listing Rules, the Company must notify the ASX of any transaction conducted by Directors in the securities of the Company. It is the responsibility of each Director to notify the Company of each completed trade to enable timely notification to the ASX.
For scheme mergers or acquisitions, when securities are issued to a Director or a related party thereof, an Appendix 3Y must be lodged with the ASX within 5 business days of the issue date of these securities.
At each Board meeting the announcements made since the previous meeting are ratified by the Board.
Patrick Volpe Chairman
22 February 2008
CARDIA TECHNOLOGIES LTD
REGISTERED OFFICE Suite 510 Level 5 Pacific Tower 737-741 Burwood Road Hawthorn Victoria 3122 Australia Telephone +61 3 9813 3228 Facsimile +61 3 9813 2668 Email: [email protected]
==> picture [105 x 95] intentionally omitted <==
2 April 2009
Mr John Wilson Company Secretary Cardia Technologies Limited Suite 510, Level 5 Pacific Tower 737-741 Burwood Road HAWTHORN VIC 3122
ASX Markets Supervision Pty Ltd ABN 26 087 780 489 Level 5 Riverside Centre 123 Eagle Street Brisbane QLD 4000 PO Box 7055 Riverside Centre Brisbane QLD 4001 Telephone 61 (07) 3835 4000 Facsimile 61 (07) 3832 4114 Internet http://www.asx.com.au
By email: [email protected]
Dear Mr Wilson,
Cardia Technologies Limited (the “Company”) Appendix 3X Initial Director’s Interest Notice Appendices 3Y Change of Director’s Interest Notices Appendix 3Z Final Director’s Interest Notice
We refer to the following:
-
The Appendix 3X lodged by the Company with ASX on Tuesday, 31 March 2009 for Mr John Scheirs (the “Appendix 3X”);
-
The Appendices 3Y lodged by the Company with ASX on Tuesday, 31 March 2009 for Mr Patrick John Volpe and Mr John Scheirs (the “Appendices 3Y”);
-
The Appendix 3Z lodged by the Company with ASX on Tuesday, 31 March 2009 for Mr Robin Gerald Armstrong (the “Appendix 3Z”).
-
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). The entity must complete Appendix 3Y and give it to ASX no more than 5 business days after the change occurs.
==> picture [596 x 75] intentionally omitted <==
-
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.
- 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 3X indicates that Mr Scheirs was appointed as a director of the Company on 16 March 2009. It appears that Mr Scheirs should have lodged an Appendix 3X with ASX by Monday, 23 March 2009. Consequently, the Company may be in breach of listing rules 3.19A and/or 3.19B. It also appears that Mr Scheirs may have breached 205G of the Corporations Act.
The Appendices 3Y indicate that Messrs Volpe and Scheirs changed their notifiable interests in the Company on 23 March 2009. It appears that Messrs Volpe and Scheirs should have lodged an Appendix 3Y with ASX by Monday, 30 March 2009. Consequently, the Company may be in breach of listing rules 3.19A and/or 3.19B.
The Appendix 3Z indicates that Mr Armstrong ceased to be a director of the Company on 16 March 2009. It appears that Mr Armstrong should have lodged an Appendix 3Z with ASX by Monday, 23 March 2009. Consequently, the Company may be in breach of listing rules 3.19A and/or 3.19B. It also appears that Mr Armstrong 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:
-
Please explain why the Appendix 3X, Appendices 3Y and Appendix Z were 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?
-
3 If the current arrangements are inadequate or not being enforced, what additional steps do the Company intend to take to ensure compliance with listing rule 3.19B?
Your response should be sent to Frances Finucan by e-mail at [email protected] or by facsimile on facsimile number (07) 3832 4114. 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 before 9.30am EST on Tuesday, 7 April 2009.
CNN2009.04.02L-ff
Page 2 of 3
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 [81 x 49] intentionally omitted <==
Frances Finucan Senior Adviser, Issuers (Brisbane)
CNN2009.04.02L-ff
Page 3 of 3