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- Release Date: 06/09/13 11:18
- Summary: DISCPLIN: DIL: NZX Settlement and High Court Decision
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DIL
06/09/2013 09:18
DISCPLIN
REL: 0918 HRS Diligent Board Member Services INC (NS)
DISCPLIN: DIL: NZX Settlement and High Court Decision
6 September 2013
Diligent Board Member Services, Inc. ("Diligent") ?NZX Settlement and High
Court Decision
Diligent previously advised the market of instances of non-compliance with
the NZSX Listing Rules. These were identified during an internal review and
self reported to the NZ regulators. Since this time, Diligent has been
working with the NZX to assist with their investigation of these instances of
non-compliance. The NZ Markets Disciplinary Tribunal has today announced
that it has approved a settlement reached by Diligent and the NZX regarding
the past breaches of the NZSX Listing Rules by Diligent Board Member
Services.
As noted in the Public Censure by the NZ Markets Disciplinary Tribunal, the
tribunal took the following into consideration in reaching their
determination:
Diligent self reported the majority of the breaches and has at all times
co-operated with NZX's investigation.
Diligent has taken steps to address the breaches including, where
appropriate, obtaining shareholder approval to ratify actions and implement
replacement arrangements
Diligent has also taken steps to improve its internal processes in relation
to compliance and has, among other things, retained a new Chief Financial
Officer and a new General Counsel with public company and compliance
experience.
Diligent and the NZX agreed to a settlement and approached the Tribunal in
agreement seeking approval of the settlement. The Tribunal has approved the
Settlement Agreement and the investigation has been concluded.
In addition, earlier in the year Diligent reported that some options and
shares were not issued to NZ Diligent employees in strict compliance with the
Securities Act 1978. Diligent took the appropriate action to remedy this
situation and applied to the High Court for orders validating these
securities pursuant to s 37AH of the Securities Act 1978. On July 22, 2013,
the High Court made orders to validate these securities and brought this
matter to a close.
Diligent Chairman David Liptak said, "The Company's Board and management are
pleased to put these matters behind us. We have taken the appropriate course
of action to address each of the issues and accept the determination of the
NZX. I have confidence that we have the resources and processes in place to
effectively comply with our regulatory obligations going forward. We would
like to thank all Diligent stakeholders for their patience during this period
while we worked to resolve these matters with the NZX."
Investor inquiries:
Sonya Joyce
Ph: + 64 4 894 6912
Media inquiries:
Geoff Senescall
Ph: + 64 21 481 234
End CA:00240799 For:DIL Type:DISCPLIN Time:2013-09-06 09:18:44
