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TALISMAN MINING LIMITED — Director's Dealing 2018
Dec 11, 2018
65926_rns_2018-12-11_7608ca00-857f-43cf-b327-e7972ef3a539.pdf
Director's Dealing
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Talisman Mining Limited ABN: 71 079 536 495 P +61 8 9380 4230 F +61 8 9382 8200 [email protected]
12 December 2018
Ms Jessica Coupe Listings Adviser, Listings Compliance (Perth) ASX Compliance Pty Limited Level 40, Central Park 152-158 St George's Terrace Perth WA 6000
By email: [email protected]
Dear Ms Coupe
APPENDIX 3Z DATED 11 DECEMBER 2018
We refer to your letter of 11 December 2018 regarding the late lodgement of an Appendix 3Z for Mr Alan Senior and provide the following response.
1. Explanation why the Appendix 3Z was lodged late
The Appendix 3Z was not lodged within the 5-business day requirement due to an administrative oversight. The Appendix 3Z was lodged immediately upon this oversight being noted.
2. Company arrangements in place with directors to ensure that it is able to meet its disclosure obligations under listing rule 3.19A.
The Company has appropriate arrangements in place to ensure that Directors disclose to the Company all information required for the Company to provide the ASX completed Appendices 3X, 3Y and 3Z within the time period allowed by listing rule 3.19.A. This includes arrangements requiring Directors to provide notification prior to dealing in securities and to notify the Company Secretary each time their notifiable interests change. In the case of the late lodgement of the Appendix 3Z, there was no change in the notifiable interests of any Director, however the Appendix 3Z was lodged later than required due to an administrative oversight.
3. What additional steps does the Company intend to take to ensure compliance with listing rule 3.19B?
The Company considers its current arrangements are adequate in relation to changes in notifiable interests of Directors, however additional formal written administrative procedures upon Director resignations will now be implemented.
Yours sincerely
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Shaun Vokes Company Secretary TALISMAN MINING LIMITED
Level 11 2 Mill Street Perth WA 6000 | Postal Address: PO Box 7446, Cloisters Square WA 6850| talismanmining.com.au
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11 December 2018
Mr Shaun Vokes Company Secretaries Talisman Mining Limited Level 11, 2 Mill Street Perth WA 6000
By email: [email protected]
Dear Mr Vokes
Talisman Mining Limited (‘TLM’): Appendix 3Z – Final Director’s Interest Notice Query
ASX refers to the following:
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TLM’s Appendix 3Z lodged on MAP on 11 December 2018 for Mr Alan Senior (the ‘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.
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.
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.”
- Listing rule 3.19B which states that:
“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.”
As the Appendix 3Z indicated that the director ceased to be a director on 30 November 2018 it appears the Appendix 3Z should have been lodged with ASX by 7 December 2018. As it was lodged on 11 December 2018, it appears that TLM may have breached 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 entities for its reporting requirements.
ASX Customer Service Centre 131 279 | asx.com.au
ASX Limited [[Listings]]
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ASX reminds TLM of its contract with ASX to comply with the Listing Rules. In the circumstances, TLM should make necessary arrangements to ensure it does not continue to breach the Listing Rules.
Request for Information
Under Listing Rule 18.7, we ask that you answer each of the following questions 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 .
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Please explain why the Appendix 3Z was lodged late.
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What arrangements does TLM have in place under Listing Rule 3.19B 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 TLM intend to take to ensure compliance with Listing Rule 3.19B?
When and where to send your response
Your response should be sent to me by e-mail at [email protected] . It should not be sent to the ASX Market Announcements Office.
A response is requested as soon as possible and, in any event, no later than half an hour before the start of trading (i.e. before 9:30 am AEDT) on 14 December 2018.
Under Listing Rule 18.7A, a copy of this letter 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.
Enquiries
If you have any queries or concerns about any of the above, please contact me immediately.
Kind regards
Jessica Coupe
Listings Adviser, Listings Compliance (Perth)
2/2 ASX Customer Service Centre 131 279 | asx.com.au