Ann: ANNREP: DIL: Diligent - Timing for release

• Release Date: 19/03/14 17:30
• Summary: ANNREP: DIL: Diligent - Timing for release of Annual Report
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					DIL
19/03/2014 15:30
ANNREP

REL: 1530 HRS Diligent Board Member Services INC (NS)

ANNREP: DIL: Diligent  - Timing for release of Annual Report

18 March 2014

Diligent Board Member Services, Inc. ("Diligent")
Timing for release of Annual Report

Diligent would like to provide an update on the status of the preparation of
its annual report for the year ended 31 December 2013. Diligent currently
expects to provide its annual report by 30 April 2014.

Diligent is subject to the NZX Listing Rules, which require Diligent to
release its annual report for the year ended 31 December 2013 no later than
31 March 2014. The annual report, which must contain audited financial
statements for that period, will not be completed by 31 March 2014 as the
audit of the financial statements will not be complete by that date.

As previously advised Deloitte & Touche LLP (Deloitte) was engaged to audit
Diligent's restated financial statements for the fiscal years ended December
31, 2010, 2011 and 2012 and to audit its financial statements for the fiscal
year ended December  31, 2013. Diligent has completed much of the
restatement work, which allowed Diligent to file its preliminary full year
announcement on 28 February 2014.  However, in order to file the annual
report with the audited financial statements for the year ended 31 December
2013 Deloitte needs to complete both the audit of those financial statements
and the audit of the restated financial statements for prior years.

Diligent expects to file the annual report with the audited financial
statements for the period ended 31 December 2013 by 30 April 2014.  The NZX
has indicated that it does not intend to take action to suspend trading of
Diligent's shares if Diligent provides the annual report by 30 April 2014 as
currently expected.

Diligent confirms that it has disclosed to the market all material
information required to be released under its continuous disclosure
requirements.

Forward Looking Statements

This document contains forward looking statements within the meaning of the
safe harbor provision of the Securities Litigation Reform Act of 1995. Terms
such as "expect," "believe," "continue," and" intend," as well as similar
comments, are forward looking in nature.  These forward looking statements
include statements regarding the Company's ability to complete the
restatement of its prior period financial statements and become current in
its financial reporting obligations.  These statements are subject to risks
and uncertainties, including the risk that the Company's Board of Directors,
Audit Committee, management or independent registered public accounting firm
will identify additional issues in connection with the restatement or
reaudit, or that these issues will require additional corrections to the
Company's prior period financial statements.  In addition, the Company is
subject to risks relating to the time and effort required to complete the
restatement, actions which may be taken by the NZX in respect of the
Company's continued listing, the ramifications of the Company's potential
inability to timely file periodic and other reports with the SEC, and the
risk of litigation or governmental investigations or proceedings relating to
these matters. As disclosed in the Company's prior filings, its Special
Committee investigation identified a number of instances in which the Company
was not, or may not have been, in compliance with applicable New Zealand and
US regulatory obligations and such instances may expose the Company to
potential regulatory actions and/or contingent liabilities; certain of the
Company's past stock issuances and stock option grants may expose it to
potential contingent liabilities, including potential rescission rights; the
Company is subject to New Zealand Stock Exchange Listing Rules and compliance
with securities and financial reporting laws and regulations in the US and
New Zealand and faces higher costs and compliance risks than a typical US
public company due to the need to comply with these dual regulatory regimes;
as of December 31, 2012 the Company identified material weaknesses in its
internal control over financial reporting and concluded that its disclosure
controls were not effective; the Company must address the material weaknesses
in its internal controls, which otherwise may impede its ability to produce
timely and accurate financial statements; the Company's business is highly
competitive and it faces the risk of declining customer renewals or upgrades;
and it may fail to manage its growth effectively.  Please refer to the
Company's updated Risk Factors filed as Exhibit 99.1 to its Current Report on
Form 8-K filed with the SEC on February 28, 2014 for further information.

Investor inquiries:
Sonya Joyce
Ph: + 64 4 894 6912

Media inquiries:
Geoff Senescall
Ph: + 64 21 481 234
End CA:00248415 For:DIL    Type:ANNREP     Time:2014-03-19 15:30:49