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TIVAN LIMITED — Director's Dealing 2011
May 23, 2011
65967_rns_2011-05-23_8c9d72b3-c0e9-48ee-8858-501235465a20.pdf
Director's Dealing
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24.MAY.2011 16:49 ASX PERTH NO.699 P.1/6
TNGLIMITED
ABN 12 000 817 023
Lavel 1, 282 Rokeby Road Sublace WA 6008 PO Box 1126
Subiaco WA 6904 T +61 8 9327 0900
F +61 B 9327 0901
E [email protected] www.tngltd.com.au
$\mathbf{1}$
$\mathbf{I}$
$\overline{a}$
24 May 2011
Mr Joseph Jeevaraj Australian Stock Exchange Level 8 2 The Esplanade PERTH WA 6000
By email: [email protected]
Dear Joseph
Appendix 3Y - Director's Interest Notice
I refer to your letter dated 23 May 2011 regarding the Change in Director's Interest Notice (Appendix 3Y) lodged on 23 May 2011 for Mr Neil Biddle,
The Company recognises that this notice was lodged outside the timeline prescribed in accordance with ASX Listing Rule 3.19.A.1.
In response to the questions in your letter, we give the following answers:
1. Please explain why the Appendix 3Y vas lodged late?
The Appendix 3Y was lodged late because Mr Biddle did not notify the Company of a change in the registered holding of 400,000 shares at the time of the transaction. The transaction was an off market sale processed through Mr Biddle's broker. Mr Biddle understood the broker would notify the company on his behalf, however this did not occur.
The change in the registered holding has come to light following a reconciliation of the holdings to the share registry records for entities associated with Mr Biddle.
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?
All Directors are aware of their obligations in relation to Listing Rule 3.19.A. and in accordance with the ASX Listing Rules the Company has put in place a Policy for Policy for Trading in Company Securities (as lodged with ASX on 24 December 2010).
This policy requires Directors to notify the Company Secretary of any dealings In the Company's securities within two business days of such deal occurring. Initial, ongoing and final notifications are required to be provided to the Company Secretary in accordance with the Policy for Trading in Company Securities Policy.
$\overline{1}$
$\mathbf{I}$
If the current arrangements are inadequate or not being enforced, what additional $2.$ steps does the Company intend to take to ensure compliance with listing rule 3.19B?
The current arrangements are believed to be adequate and the Company believes that each of the Directors understands their obligations to comply with the notification requirements after any dealings in the Company's securities. The Managing Director has written to each Director reminding them of their notification requirements under the Company's Policy for Trading in Company Securities Policy and Listing Rule 3.19.B.
The company confirms that changes to relevant interests are a standing item at each of its board meetings.
The Company is strongly committed to ensuring its compliance with the disclosure obligations in accordance with the share trading policy and the ASX Listing Rules.
Yours Sincerely
- lobetson
Simon Robertson Company Secretary

ASX Compliance Ptv 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
23 May 2011
Mr Simon Robertson TNG Limited Level 1 282 Rokeby Road Subjaco WA 6008
By email: [email protected]
Dear Simon
TNG Limited (the "Company") Appendix 3Y - Change of Director's Interest Notice
We refer to the following:
- $11$ The Appendix 3Y lodged by the Company with ASX Ltd ("ASX") on 23 May 2011 regarding a change in the director's interest for Neil Biddle ("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.
- A change to a notifiable interest of a director of the entity (or in the case of a trust, a director of the 3.19A.2 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.
-
- 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 $\overline{4}$ 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 26 October 2009. It appears that the Appendix 3Y should have been lodged with ASX by 2 November 2009. Consequently, the Company may be in breach of listing rules 3.19A and/or 3.19B. It also appears the director concerned may have breached section 205G of the Corporations Act.
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.
- $11$ Please explain why the Appendix 3Y were 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 to [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 7:30 am WST on Thursday 26 May 2011.
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 concems, please contact me immediately.
Yours sincerely
$\overline{\mathbf{1}}$
Superintendent Contract Contract Contract Contract Contract Contract Contract Contract Contract Contract Contract Contract Contract Contract Contract Contract Contract Contract Contract Contract Contract Contract Contract
Joseph Jeevarai Adviser, Listings (Perth)
Appendix 3Y Change of Director's Interest Notice
Rule 3.19A.2
Appendix 3Y
Change of Director's Interest Notice
Information or documents not available now must be given to ASX as soon as available. Information and documents given to ASX become ASX's property and may be made public.
Introduced 30/9/2001.
| Name of entity TNG LIMITED |
|||
|---|---|---|---|
| 4 B.N | |||
| 12 000 817 023 | |||
We (the entity) give ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act.
| Name of Director | NEIL BIDDLE |
|---|---|
| . Date of last notice | 1 April 2010 |
Part 1 - Change of director's relevant interests in securities
In the case of a trust, this includes interests in the trust made available by the responsible entity of the trust
Note: In the case of a company, interests which come within perugraph (i) of the definition of "notifiable interest of a director" ahould be disolosed in this part.
| Direct or indirect interest | Direct & Indirect |
|---|---|
| Nature of indirect interest (including registered holder) Note: Provide details of the circumstances giving rise to the relovant interest. |
Neil Biddle is a Director of Biddle Partners Pty Ltd and Hatched Creek Pty Ltd |
| Date of change | 26/10/2009 |
| No. of securities held prior to change | 7,033,340 ordinary shares held by Biddle Partners Pty Ltd 2,000,000 unlisted options exercisable @ \$0.15 expiring 15 December 2012 held by Biddle Partners Pty Ltd |
| Class | Ordinary Shares |
| Number acquired | |
| Number disposed | 400,000 |
| Value/Consideration Note: If consideration is non-eash, provide details and estimated valuation |
\$0.08 per share |
+ See chapter 19 for defined terms.
Appendix 3Y Change of Director's Interest Notice
| No. of securities held after change | 6,633,340 ordinary shares held bv Biddle Partners Pty Ltd |
|---|---|
| 2,000,000 unlisted options exercisable @ \$0.15 expiring 15 December 2012 held by Biddle Partners Pty Ltd |
|
| Nature of change Example: on-market trade, off-market trade, exercise of options, issue of securities under dividend reinvestment plan, perticipation in buy-back |
Off market transactioion |
Part 2 - Change of director's interests in contracts
Note; In the case of a company, interests which come within paragraph (ii) of the definition of "notifiable interest of a director" should be disclosed in this part.
| Detail of contract | N/A |
|---|---|
| Nature of interest | N/A |
| Name of registered holder (if issued securities) |
N/A |
| Date of change | N/A |
| No. and class of securities to which interest related prior to change Note: Details are only required for a contract in relation to which the interest has changed |
N/A |
| Interest acquired | N/A |
| Interest disposed | N/A |
| Value/Consideration Note: If consideration is non-eash, provide details and an estimated vulnation |
N/A |
| Interest after change | N/A |
Part 3 Closed Period
| Were the interests in the securities or contracts | No |
|---|---|
| detailed above traded during a +closed period | |
| where prior written clearance was required? | |
| If so, was prior written clearance provided to allow the trade to proceed during this period? |
N/A |
| If prior written clearance was provided, on what date was this provided? |
N/A |
+ See chapter 19 for defined terms.