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WATERCO LIMITED — Director's Dealing 2012
Jul 1, 2012
66038_rns_2012-07-01_0890c092-b339-4243-865f-42d063309814.pdf
Director's Dealing
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WATERCO LTD A.B.N. 62 002 070 733 36 South Street, Rydalmere NSW 2116 P.O. Box 230, Rydalmere BC NSW 1701 Ph: + 61 2 9898 8625 Fx: + 61 2 9898 1877 Email: [email protected] www.waterco.com
29 June 2012
Simon Daniels ASX Compliance Pty Limited 20 Bridge Street Sydney NSW 2000
Dear Mr Daniels
Re: Appendix 3Y – Waterco Limited
We refer to your letter dated 27 June 2012 and provide the following answers to your questions:
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(1) The Notices were lodged late as both directors overlooked the reporting time deadline as the shares were issued under our Dividend Reinvestment Plan process. Although the change occurred during a Closed Period, shares issued under our DRP are excluded from our Closed Periods and therefore prior written clearance was not required.
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(2) ASX Listing Rules and our Securities Trading Policy are made available to directors. Updates are circulated to directors when they are published.
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(3) We believe our current arrangements are adequate to ensure compliance with listing rule 3.19B.
Yours sincerely WATERCO LIMITED
BEE HONG LEO (MRS) Company Secretary
27 June 2012
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ASX Compliance Pty Limited ABN 26 087 780 489 20 Bridge Street Sydney NSW 2000 PO Box H224 Australia Square NSW 1215
Telephone 61 2 9227 0137 Facsimile 61 2 9241 7620 www.asx.com.au
Bee Leo Company Secretary 36 South Street Rydalmere NSW 2116
By Email
Dear Mr Leo,
Waterco Limited (the “Company ”)
We refer to the following;
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The Appendix 3Ys lodged by the Company with ASX Limited (“ASX”) on 27 June 2012 for Benjamin Hunt and Bryan Weng Keong Goh (the “Notices”).
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Listing rule 3.19A.2 which requires an entity to tell ASX the following:
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.
- 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 Notices indicate that a change in Benjamin Hunt and Bryan Weng Keong Goh’s notifiable interests occurred on 15 June 2012. It appears that the Notices should have been lodged with ASX by 22 June 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.
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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 Notice 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 (02) 9241 7620 . 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. A.E.S.T. ) on Monday, 2 July 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]
Simon Daniels Adviser, Listings (Sydney)