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SELECT HARVESTS LIMITED — Director's Dealing 2012
Oct 1, 2012
65792_rns_2012-10-01_6095182b-2df4-4004-9262-c4044c1fafd8.pdf
Director's Dealing
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2 October 2012
Ms Alexandra Pigdon Adviser, Listings (Melbourne) ASX Compliance Pty Ltd
Select Harvests Limited Appendix 3Y Lodged 28 September 2012
Dear Alexandra
In response to your letter dated 1 October 2012, Select Harvests Limited (the Company) provides the following reposes to the questions raised:
- Please explain why the Appendix was lodged late.
The lodgement of the Appendix 3Y was late due to a misunderstanding by the director, Mr Paul Thompson, on the date that the shares in question were actually purchased, being in two tranches over two separate days, one of which was earlier than anticipated.
- 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 formal share trading policy which provides for notification by directors, company officers and employees of any share trades occurring within the approved trading windows, on the date that the share trades occur. This notification triggers the disclosure to the ASX, as required by the applicable Listing Rules.
- 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 believes that the processes in place are sufficient to meet the requirements of the Listing Rule. The need to ensure timely and accurate communication of directors’ trades will be reinforced in accordance with our internal procedures and in compliance with ASX Listing Rules.
Yours sincerely
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Paul Chambers Company Secretary
1 October 2012
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ASX Compliance Pty Ltd ABN 26 087 780 489 Level 4 Rialto North Tower 525 Collins Street Melbourne VIC 3000
GPO Box 1784 Melbourne VIC 3001
Mr Paul Chambers Select Harvests Limited
Telephone 61 3 9617 8770 Facsimile 61 3 9614 0303 www.asx.com.au
By Email
Dear Paul,
Select Harvests Limited (the “Company ”)
We refer to the following;
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The Appendix 3Y lodged by the Company with ASX on 28 September 2012 for Mr Paul Thompson;
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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) including whether the change occurred during a closed period where prior written clearance was required and, if so, whether prior written clearance was provided. 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.
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- 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 3Y indicates that a change in Mr Paul Thompson’s notifiable interest occurred on 20 September 2012. It appears that the Notice should have been lodged with ASX by 27 September 2012. 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 Appendix 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?
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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?
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 (i.e. before 9.30 a.m. E.S.T.) on Wednesday, 3 October 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
Alexandra Pigdon Adviser, Listings (Melbourne)