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NOUMI LIMITED — Director's Dealing 2008
Aug 6, 2008
65435_rns_2008-08-06_ba976ce0-e3d6-4ad7-a00d-b96beec54ac9.pdf
Director's Dealing
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7 August 2008
Ms Suzanna Dabski, Adviser Issuers (Sydney)
ASX Limited, Exchange Limited, Level 1, 20 Bridge Street, Sydney, NSW, 2000
Dear Ms Dabski,
Further to you letter of 6 August, 2008 on the one day delay in lodging the Appendix 3Y for the purchase of 1,250 ordinary shares by two of our directors, the following responses are provide to the questions raised,
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The failure by the directors to notify the company in a timely manner was caused by a malfunction by their computer server which resulted in the regular email notification of the share trade by their broker not being received. The server has now been replaced.
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The process the company has in place is that when directors receive notice from their brokers a copy is forwarded immediately to the Company Secretary of Freedom Nutritional Products Limited who then prepares for lodgement the necessary ASX notices.
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The Directors up to this occurrence have not been tardy in updating the ASX on their share trading. In response to this occurrence the directors have modified their internal control practices by regularly reviewing during the month their bank account and the ASX site for possible trades rather than rely upon month end reconciliations combined with email notification from their brokers, which was their past practice.
We believe this response addresses the concerns of the ASX,
Yours faithfully,
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Michael Jenkins Company Secretary
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6 August 2008
Michael Jenkins Company Secretary Freedom Nutritional Products Limited 80 Box Road Taren Point NSW 2229
By email: [email protected]
ASX Limited ABN 98 008 624 691 Exchange Centre Level 1, 20 Bridge Street Sydney NSW 2000
PO Box H224 Australia Square NSW 1215 Telephone 61 2 9227-0892 Facsimile 61 2 9241-7620 Internet http://www.asx.com.au DX 10427 Stock Exchange Sydney
Dear Michael
Freedom Nutritional Products Limited (the “Company”)
We refer to the following;
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The Appendix 3Ys lodged by the Company with ASX Limited (“ASX”) on 6 August 2008 for Mr Anthony Mark Perich and Mr Ronald Perich (the “Appendices”);
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Listing rule 3.19A.2 which requires an entity to tell ASX the following:
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.
- 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 Appendices indicate that a change in Mr Anthony Mark Perich’s and Mr Ronald Perich’s notifiable interests occurred on 28 July 2008. It appears that the Appendices should have been lodged with ASX by 5 August 2008. Consequently, the Company may be in breach of listing rules 3.19A and/or 3.19B.
Please note that ASX is required to record details of breaches of the listing rules by listed companies for its reporting requirements.
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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 Appendices were 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?
- 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 e-mail at [email protected] or by facsimile on facsimile number (02) 9241 7620. 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 9.30 a.m. A.E.S.T.) on Monday 11 August 2008.
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 must separately address each of the questions asked. If you have any queries or concerns, please contact me immediately.
Yours sincerely,
[Sent electronically without signature]
Suzanna Dabski
Adviser, Issuers (Sydney)
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