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SEEK LIMITED — Director's Dealing 2009
Dec 20, 2009
65765_rns_2009-12-20_f2fde7f1-74cc-4e6d-ace5-7b162923dd36.pdf
Director's Dealing
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18 December 2009
Darren Collins Senior Advisor, Issuers (Melbourne) Australian Stock Exchange
Dear Darren,
Appendix 3Y – Change in Director’s Interest Notice
In response to your letter dated 18 December 2009, regarding the late lodgement of Director's Interest Notices (Appendices 3Y) for Andrew Bassat and Paul Bassat lodged 14 December 2009, SEEK Limited (ASX: SEK), makes the following comments:
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The Appendices 3Y were lodged after the 5 business day timeframe due to an inadvertent administrative oversight. However, the issue of options to Andrew Bassat and Paul Bassat were notified to, and approved by, shareholders and the market at the Company's AGM held on 30 November 2009. The Company regrets the oversight.
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The Company has in place standard agreements with all directors regarding their respective obligations to inform the Company of changes to their director’s interests. In this matter the directors complied with their obligations to the Company within the appropriate timeframe.
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The Company believes that it has the necessary processes in place and will ensure that future compliance obligations will be met.
Yours sincerely
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Ian Mc Auliffe Company Secretary
SEEK Limited (ABN 46 080 075 314) Level 6, 541 St Kilda Road Melbourne Vic 3004
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ASX Markets Supervision Pty Ltd ABN 26 087 780 489 Level 45 South Tower 525 Collins Street Melbourne VIC 3000
GPO Box 1784 Melbourne VIC 3001
Telephone 61 3 9617 8658 Facsimile 61 3 9614 0303 www.asx.com.au
18 December 2009
Mr Ian McAuliffe Company Secretary Seek Limited Level 6, 541 St Kilda Road Melbourne VIC 3004
By email only
Dear Ian
Seek Limited (the “Company”) Appendix 3Y – Change of Director’s Interest Notice
We refer to the following;
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The Appendix 3Y lodged by the Company with ASX on 14 December 2009 for Mr Andrew Bassat and Mr Paul Bassat (the “Change of Director’s Interest Notice”);
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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.
The Appendices 3Y indicate that a change in Messrs Bassat and Bassat notifiable interest occurred on 30 November 2009. It appears that the Change in Director’s Interest Notice should have been lodged with ASX by 7 December 2009. 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.
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 (03) 9614 0303. 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 (ie before 9.30 a.m. A.E.S.T.) on Tuesday, 22 December 2009.
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 immediatelyYours sincerely,
[Sent electronically without signature]
Darren Collins Senior Adviser, Issuers & Accounting Policy