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PRL GLOBAL LTD — Director's Dealing 2012
Dec 16, 2012
65611_rns_2012-12-16_96f0ce8b-088f-4fe9-b643-1f8d12c74298.pdf
Director's Dealing
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17 December 2012
Dale Allen Adviser, Listings Compliance (Perth) ASX Compliance Pty Ltd Level 8, Exchange Plaza 2 The Esplanade PERTH WA 6000
Dear Dale,
CI Resources Limited (the “Company”) Explanation for late lodgment of Appendix 3Z – Final Director’s Interest Notice
I refer to your letter of 14 December 2012, requesting an explanation for the late lodgment of the Appendix 3Z for the resignation of Prof Anthony Joseph Brennan as a Non-Executive Non Independent Director on 23 November 2012.
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”, the company makes the following:
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Please explain why the Appendix 3Z was lodged late. Company Secretary is aware of the relevant interest rules under the Corporations Act and regards the late lodgment as an administrative oversight as the Company Secretary was away overseas on leave at that time.
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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?
- The Company has in place a disclosure agreement with each Director which sets out the obligations of the Director in relation to disclosure of changes in interests held in the Company’s securities including the requirements for disclosing information required for completion and lodgment of Appendix 3Z with ASX within the time limits prescribed under the ASX Listing Rules. Each Director is provided with a copy of the Company’s “Share Trading Policy” which sets out the requirements in relation to trading in securities and disclosure of securities transactions to the Company. The document stipulates the responsibilities of each Director in relation to ensuring the Company is able to meet its disclosure obligations under ASX Listing Rule 3.19A. The Company Secretary is aware of the Company’s and each Director’s disclosure obligations in relation to changes in Directors’ interest in securities in the Company.
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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 company considers the current arrangements to be adequate to ensure future compliance with ASX Listing Rule 3.19B.
Yours faithfully,
Elizabeth Lee Company Secretary
CI Resources Limited ABN 70 006 788 754 Postal address: PO Box 1533, Subiaco WA 6904 Telephone: +61 8 9489 4444
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ASX Compliance Pty Limited ABN 26 087 780 489 Level 8 Exchange Plaza 2 The Esplanade PERTH WA 6000
GPO Box D187 PERTH WA 6840
Telephone 61 8 9224 0000 Facsimile 61 8 9221 2020 www.asx.com.au
14 December 2012
Ms Elizabeth Lee Company Secretary CI Resources Limited PO Box 1533 SUBIACO WA 6904
By Email: [email protected]
Dear Elizabeth
CI Resources Limited (the “Company”) Appendix 3Z – Final Director’s Interest Notice.
We refer to the following;
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The Appendix 3Z lodged by the Company with ASX Limited (“ASX”) on 13 December 2012 for Mr Anthony Brennan.
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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 listings rules 3.19A and 3.19B.
As the Appendix 3Z indicated that changes in the directors’ relevant interests occurred on 23 November 2012, it appears that the Appendix 3Z should have been lodged with the ASX by 30 November 2012. As the Appendix 3Z was lodged on 13 December 2012, it appears that 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.
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 3Z 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?
- 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 to [email protected] or facsimile on facsimile number (08) 9221 2020. It should not be sent to the Company Announcements Office.
A response is requested as soon as possible (i.e. before 4.00pm W.S.T.) on Wednesday 19 December 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,
[ sent electronically without signature ]
Dale Allen Adviser, Listings Compliance (Perth)
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