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TALIUS GROUP LIMITED — Director's Dealing 2010
Jul 14, 2010
65893_rns_2010-07-14_0e81befa-929e-4570-9b4c-92f8a9a21568.pdf
Director's Dealing
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Suite 2, 16 Ord Street West Perth WA 6005 PO Box 1779 West Perth 6872
obo: 65.111.823.789 tel: +61 8 9486 1122 fax: +61 8 9486 1011 advanceenergylfd.com.au
15 July 2010
Jenny Cutri-Assistant Manager, Issuers (Perth) Australian Securities Exchange Limited Exchange Plaza 2 The Esplanade PERTH WA 6000
Dear Jenny
Advance Energy Ltd $(^{\omega}AVD^{\prime\prime})$ – Response to ASX letter dated 14 July 2010
Thank you for your letter to which we respond as follows:
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- The lodgement was late as a result of miscommunication with a broker. An order for the purchase of 2,000,000 AVD shares was placed with a broker. There was a change to the quantum ordered which appears to have been misplaced or misdirected. The Appendix 3Y lodged on 25 June 2009 was lodged on the basis that the "changed" buy order had been executed in full. It appears however that the "original" order was ultimately executed in full. The Appendix 3Y lodged on 9 July 2010 was prepared on the basis of a holding statements received from the share registry for the purchase of 2,000,000 AVD shares in total. The confirmation notes from the broker for the second tranche of 1,000,000 shares were not received by our office.
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- Please find attached an excerpt from the company's corporate governance polices in relation to the legal obligation of the directors to notify the ASX of trading in the company's securities. The directors are aware of their obligations and believe the late lodgement was as a result of incomplete and/or miscommunication with the broker effecting the transaction.
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- The current arrangements are adequate and being enforced. A review of the process of buy and sell orders and more particularly, a change to a buy or sell instructions, has been reviewed with the broker. An agreed process for the change to an order, where time allows, has been agreed with the broker.
Yours sincerely Advance Energy Ltd
David Ballantyne Company Secretary
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Æ Advance Energy is required under the ASX Listing Rule 3.19A to notify the ASX within five business days of any changes to director's notifiable interests. |
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Directors are also required under sec 205G of the Corporations Act to notliy the ASX of any changes to their notifiable interests hange. ASIC Regulatory Guide 193 provides a detailed outline of a director's obligation within 14 calendar days of the cl under this section. |
| Notifiable interests are defined in sec 205G of the Corporations Act and include all relevant interests in a security held by a director, including contracts that confer a right to obtain securities in Advance Energy (such notifiable and includes a situation where a director is entitled to be paid a commission when another person subscribes for shares in Advance Energy. need to be in writing for it to be |
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| A director has a relevant interest if they are the holder of the security or have the power to control the voting or disposal of the security. |
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| David Ballantyne, Company Secretary is responsible for lodging a Change of Directors' Interest Notice (Appendix 3Y of the Listing Rules) to the ASX. |
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| An Initial and Final Directors Interest Notice (appendix 3X and 3Z of the listing Rules) must also be lodged on the appointment or resignation of a director, Lodgment of a Directors' Interest Notice will satisfy a director |
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NO.518
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15.JUL.2010
ASX PERTH
Legal Obligation To Notify Trading By Directors
15.JUL.2010 ASX PERTH NO.518 $P.3/5$ Page 2 of 2 14/07/2010 PORCERE GY KONDO CHS completence http://advanceenergy.complispace.com.au/LegalObligationToNotifyTradingByDirectors Legal Obligation To Notify Trading By Directors

ASX Markets Supervision Ptv Ltd ABN 26 087 760 489 Level 8 Exchange Plaza 2 The Esplanade Perth WA 6000
PO Box D187 Perth WA 6840
Telephone 61 (08) 9224 0000 Facsimile 61 (06) 9221 2020 Internet http://www.asx.com.au
14 July 2010
Mr Anthony Short Director Advance Energy Ltd Suite 2, 16 Ord Street WEST PERTH 6005 WA
By Facsimile: 9486 1011
Dear Anthony
Advance Energy Limited (the "Company")
We refer to the following:
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- Company's announcement lodged with ASX Ltd ("ASX") on 9 July 2010 regarding a change in the director's interest for Mr Anthony Short ("Appendix 3Y").
- $2.$ Listing rule 3.19A which requires an entity to tell ASX the following:
- 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.
- On the date that the entity is admitted to the official list.
- On the date that a director is appointed.
The entity must complete an 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). The entity must complete an 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 an 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 $\overline{4}$ . 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 the Director's notifiable interest occurred on 28 June 2010. It appears that the Director's Notice should have been lodged with ASX by 5 July 2010. 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.
- $1.$ Please explain why the Appendix 3Y was lodged late.
- $2.$ 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 (08) 9221 2020. 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 2.00 pm WST on Friday, 16 July 2010.
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 immediately.
Yours sincerely
نعسة
Jenny Cutri Assistant Manager, Issuers (Perth)