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YOJEE LIMITED — Director's Dealing 2011
Nov 29, 2011
66110_rns_2011-11-29_c0fbcdd2-f892-48d2-a10d-da5fe0ec5c30.pdf
Director's Dealing
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30[th] November 2011
Mr Wade Baggott Senior Adviser Listings (Perth) Level 8 Exchange Plaza 2 The Esplanade PERTH WA 6000
Via email
Dear Wade
Final Director’s Interest Notice
I acknowledge your letter dated 29 November 2011 regarding the late lodgement with the ASX of the Appendix 3Z – Final Director’s Interest Notice for Mr Bruce Fulton. The Company takes its obligations under the Corporations Act 2001 and ASX Listing Rules very seriously and confirms its obligations to the ASX. The Company has implemented various corporate governance procedures and policies in order to ensure that these obligations are met.
In answer to the questions raised in your letter, the Company responds as follows:
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On 11 October the Company advised that Mr Bruce Fulton would not stand for re-election at the Annual General Meeting (AGM) of the Company and ceased to be a Director following the AGM on 12 October 2011. The Company acknowledges the subsequent late lodgement of Mr Fulton’s final interest notice on 29 November, and advises that the failure to lodge this notice within the period specified in listing rule 3.19A.3 was simply due to an administrative oversight on the part of the Company.
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The Company considers that it has in place the necessary procedures for compliance with the disclosure obligations under listing rule 3.19A. All directors are notified at the time of their appointment of their obligations to inform the Company of any changes in their holdings. The Company has adopted a Securities Trading Policy and directors are aware of their obligations to inform the Company Secretary of all information necessary for the Company to comply with its obligations under Listing Rule 3.19A.
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- The Company considers its current arrangements are adequate to ensure timely notification. The Company has entered into an agreement with each of its directors requiring the director to notify the Company promptly of changes in holdings of the Company’s securities that may give rise to a disclosure obligation.
Please contact me if you have any further queries.
Yours sincerely
ADRIAN HILL COMPANY SECRETARY SOUTHERN CROWN RESOURCES LIMITED
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ASX Compliance Pty Ltd Level 8, Exchange Plaza 2 the Esplanade Perth WA 6000
PO Box D187 Perth WA 6840
Telephone 61 8 9224 0000 Facsimile 61 8 9221 2020 www.asx.com.au
29 November 2011
Mr Adrian Hill Company Secretary Southern Crown Resources Limited Level 1, 415 Riversdale Road HAWTHORN EAST VIC 3123
Dear Andrew
Southern Crown Resources Limited (the “Company”) Appendix 3Z – Final Director’s Interest Notice
We refer to the following;
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The Appendix 3Z lodged by the Company with ASX Limited (“ASX”) on 29 November 2011 for Mr Bruce Fulton;
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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.
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). 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.
- 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 3Z indicate that Mr Fulton ceased as a director on 12 October 2011. As the Appendix 3Z was lodged on 29 November 2011 it appears that 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 3Z 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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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 email 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 5:00pm WST on Thursday 1 December 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 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]
Wade Baggott Senior Adviser, Listings (Perth)
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