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OMG GROUP LIMITED — Director's Dealing 2022
May 12, 2022
65496_rns_2022-05-12_a2006a37-3d43-4b93-ac86-c312c1c86f9a.pdf
Director's Dealing
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Forbidden Foods Limited ASX: FFF
ASX Announcement
13 May 2022
Appendix 3Y - Past Shareholder Approved Issue of Options
FFF notes that on 26 November 2020 shareholders approved at its Annual General Meeting the allotment of 1,500,000 options to each of Mr Brown and Mr Milani, with those options issued on 1 December 2020 and advised to the ASX through the lodgement of an Appendix 3G (“2020 AGM Options”).
FFF advises that following a reconciliation process recently undertaken, where the Company’s Securities Register was compared against Director securities holdings disclosure, it was discovered that the 2020 AGM Options issued to Mr Brown and Mr Milani under the Forbidden Foods Employee Incentive Scheme on 1 December 2020 have not been disclosed under the respective director’s interest notice (and therefore not within the required timeframe under Listing Rules 3.19A and 3.19B).
To rectify this administrative oversight, an Appendix 3Y for both Mr Brown and Mr Milani are attached to this announcement, to include the 2020 AGM Options on the 1 December 2020 issue date. For completeness, the Directors have also provided additional disclosure in respect of the shares they hold, providing additional disclosure around any escrow arrangements on these shares, noting that the number of shares remains unchanged from the prior lodgements.
Upon noting the 2020 AGM Options were not previously included in the respective Appendix 3Ys, the Company, including Mr Brown and Mr Milani, have sought to immediately and voluntarily disclose this administrative oversight.
In terms of the attached Appendix 3Ys:
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The Company advises that it, and Mr Brown and Mr Milani specifically, are aware of its Listing Rules obligations in relation to these disclosures and specifically Listing Rules 3.19A and 3.19B;
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The Company has in place a set procedures to ensure that the Company and its Directors are able to meet their disclosure obligations under Listing Rules 3.19A and 3.19B. These procedures have been reinforced to Mr Brown and Mr Milani to ensure future compliance and reporting as required under the Listing Rules; and
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The Company has reviewed its procedures and considers they are adequate for ensuring timely notification.
This ASX announcement has been authorised by Jade McGillivray, Company Secretary.
ENDS
Forbidden Foods Limited | ACN 616 507 334 | ASX:FFF [email protected] | www.forbiddenfoodsgroup.com
Appendix 3Y Change of Director’s Interest Notice
Rule 3.19A.2
Appendix 3Y
Change of Director’s Interest Notice
Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.
Introduced 30/09/01 Amended 01/01/11
| Name | of | entity Forbidden Foods Limited |
|---|---|---|
| ABN | 82 616 507 334 |
We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.
| Name of Director | Marcus Brown |
|---|---|
| Date of last notice | 2 September 2020 |
Part 1 - Change of director’s relevant interests in securities
In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust
Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.
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Direct or indirect interest 1) Indirect
2) Indirect
Nature of indirect interest 1) MKB Family Investment Pty Ltd
(including registered holder) associated entity
Note: Provide details of the circumstances giving rise to the relevant interest. of Mr Brown
2) MKB Family Investment Pty Ltd
associated entity
of Mr Brown
Date of change 1) N/A
2) 1 December 2020
No. of securities held prior to change 1) 9,334,811 fully paid ordinary shares
(subject to escrow until 31 August
2022)
2) N/A
Class 1) Fully paid ordinary shares
(subject to escrow until 31 August
2022)
2) Options (unquoted)
Number acquired 1) N/A
2) 1,500,000 options (unquoted)
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- See chapter 19 for defined terms.
01/01/2011
Appendix 3Y Page 1
Appendix 3Y Change of Director’s Interest Notice
| Number disposed | 1) N/A 2) N/A |
|---|---|
| Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation |
1) N/A 2) 1,500,000 options issued under the Company Employee Share and Option Plan (ESOP). Each option is issued to acquire a fully paid ordinary share on vesting with an exercise price of $0.40 per option. Options will expire on 30 November 2023 |
| No. of securities held after change | 1) 9,334,811 fully paid ordinary shares (subject to escrow until 31 August 2022) 2) 1,500,000 options (unquoted) |
| Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy- back |
1) N/A 2) Historical notification of options issued on 1 December 2020 under the Company ESOP and as approved by shareholders at the Annual General Meeting, held on 26 November 2020, and not previously disclosed |
Part 2 – Change of director’s interests in contracts
Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.
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Detail of contract N/A
Nature of interest N/A
Name of registered holder N/A
(if issued securities)
Date of change N/A
No. and class of securities to which N/A
interest related prior to change
Note: Details are only required for a contract in
relation to which the interest has changed
Interest acquired N/A
Interest disposed N/A
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- See chapter 19 for defined terms.
Appendix 3Y Page 2
01/01/2011
Appendix 3Y Change of Director’s Interest Notice
| Value/Consideration Note: If consideration is non-cash, provide details and an estimated valuation |
N/A |
|---|---|
| Interest after change | N/A |
Part 3 –[+] Closed period
Were the interests in the securities or contracts detailed No above traded during a[+] closed period where prior written clearance was required? If so, was prior written clearance provided to allow the N/A trade to proceed during this period? If prior written clearance was provided, on what date was N/A this provided?
- See chapter 19 for defined terms.
01/01/2011
Appendix 3Y Page 3
Appendix 3Y Change of Director’s Interest Notice
Rule 3.19A.2
Appendix 3Y
Change of Director’s Interest Notice
Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX’s property and may be made public.
Introduced 30/09/01 Amended 01/01/11
| Name | of | entity Forbidden Foods Limited |
|---|---|---|
| ABN | 82 616 507 334 |
We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.
| Name of Director | Jarrod Milani |
|---|---|
| Date of last notice | 16 November 2021 |
Part 1 - Change of director’s relevant interests in securities
In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust
Note: In the case of a company, interests which come within paragraph (i) of the definition of “notifiable interest of a director” should be disclosed in this part.
| Direct or indirect interest | 1) Indirect 2) Indirect |
|---|---|
| Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relevant interest. |
1) Milani Family Investments Pty Ltd associated entity of Mr Milani 2) Milani Family Investments Pty Ltd associated entity of Mr Milani |
| Date of change | 1.1) N/A 1.2) N/A 2) 1 December 2020 |
| No. of securities held prior to change | 1.1) 9,334,811 fully paid ordinary shares (subject to escrow until 31 August 2022) 1.2) 93,000 fully paid ordinary shares 2) N/A |
| Class | 1.1) Fully paid ordinary shares (subject to escrow until 31 August 2022) 1.2) Fully paid ordinary shares 2) Options (unquoted) |
- See chapter 19 for defined terms.
01/01/2011
Appendix 3Y Page 1
Appendix 3Y Change of Director’s Interest Notice
| Number acquired | 1.1) Nil 1.2) Nil 2) 1,500,000 options (unquoted) |
|---|---|
| Number disposed | 1.1) N/A 1.2) N/A 2) N/A |
| Value/Consideration Note: If consideration is non-cash, provide details and estimated valuation |
1.1) N/A 1.2) N/A 2) 1,500,000 options issued under the Company Employee Share and Option Plan (ESOP). Each option is issued to acquire a fully paid ordinary share on vesting with an exercise price of $0.40 per option. Options will expire on 30 November 2023 |
| No. of securities held after change | 1.1) 9,334,811 fully paid ordinary shares (subject to escrow until 31 August 2022) 1.2) 93,000 fully paid ordinary shares 2) 1,500,000 options (unquoted) |
| Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, participation in buy- back |
1.1) N/A 1.2) N/A 2) Historical notification of options issued on 1 December 2020 under the Company ESOP and as approved by shareholders at the Annual General Meeting, held on 26 November 2020, and not previously disclosed |
Part 2 – Change of director’s interests in contracts
Note: In the case of a company, interests which come within paragraph (ii) of the definition of “notifiable interest of a director” should be disclosed in this part.
| Detail of contract | N/A |
|---|---|
| Nature of interest | N/A |
| Name of registered holder (if issued securities) |
N/A |
| Date of change | N/A |
- See chapter 19 for defined terms.
Appendix 3Y Page 2
01/01/2011
Appendix 3Y Change of Director’s Interest Notice
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No. and class of securities to which N/A
interest related prior to change
Note: Details are only required for a contract in
relation to which the interest has changed
Interest acquired N/A
Interest disposed N/A
Value/Consideration N/A
Note: If consideration is non-cash, provide details
and an estimated valuation
Interest after change N/A
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Part 3 –[+] Closed period
Were the interests in the securities or contracts detailed No above traded during a[+] closed period where prior written clearance was required? If so, was prior written clearance provided to allow the N/A trade to proceed during this period? If prior written clearance was provided, on what date was N/A this provided?
- See chapter 19 for defined terms.
01/01/2011
Appendix 3Y Page 3