Ann: DISCPLIN: STU: Public Censure of Steel & Tub

• Release Date: 04/06/14 10:30
• Summary: DISCPLIN: STU: Public Censure of Steel & Tube Holdings Limited by NZMDT
• Price Sensitive: No
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					STU
04/06/2014 08:30
DISCPLIN

REL: 0830 HRS Steel & Tube Holdings Limited

DISCPLIN: STU: Public Censure of Steel & Tube Holdings Limited by NZMDT

4 June 2014

ANNOUNCEMENT OF NZ MARKETS DISCIPLINARY TRIBUNAL

PUBLIC CENSURE OF STEEL & TUBE HOLDINGS LIMITED BY THE NZ MARKETS
DISCIPLINARY TRIBUNAL FOR A BREACH OF NZX MAIN BOARD LISTING RULES 3.3.6,
10.6.1(d) AND 10.6.1(e)

1. The NZ Markets Disciplinary Tribunal ("Tribunal") has approved a
settlement agreement between NZX Limited ("NZX") and Steel & Tube Holdings
Limited ("STU") dated 26 May 2014 ("Settlement Agreement") in respect of
STU's breach of NZX Main Board Listing Rules ("Rules") 3.3.6, 10.6.1(d) and
10.6.1(e).

Summary

2. STU is a New Zealand incorporated company with its ordinary shares quoted
on the NZX Main Board. STU is bound by the Rules.

3. In January 2014, NZX became aware that STU had failed to comply with a
number of its obligations under the Rules; being to ensure that a director
appointed by the STU board retired and was elected at the next annual
meeting, failing to announce the resignation of an officer, and failing to
announce a change in registered address to NZX.

4. STU has admitted to the breaches and accepts the penalties outlined below.

Background

Shareholder vote on a director appointment

5. On 28 July 2009, STU announced that Mr. Dave Taylor had been appointed
Chief Executive Officer and a director of STU, effective 5 October 2009.  His
appointment as a director was not voted on by STU shareholders until the 2013
annual meeting.

6. Under Rule 3.3.6, any person appointed as a director by the directors
shall retire from office at the next annual meeting, but is eligible for
election at that meeting.

7. In accordance with Rule 3.3.6, Mr. Taylor should have retired at that
meeting, and been eligible for election at the 2009 annual meeting.  However,
Mr. Taylor's appointment as a director was not put to a shareholder vote at
the 2009 annual meeting.

8. Mr. Taylor's appointment as a director was passed by STU's shareholders as
an ordinary resolution at the 2013 annual meeting.

Announcing the resignation of an officer

9. In June 2013, Mr. Mark Winnard resigned from STU. No announcement of his
resignation was released to the market.

10. As Mr. Winnard had been treated as an officer by STU for the purposes of
ongoing officer disclosure notices and he had been recorded as part of STU's
senior management team in STU's annual reports, NZX is of the view that Mr.
Winnard was an officer of STU. Accordingly his resignation should have been
announced to the market, in accordance with Rule 10.6.1(d).

Announcing a change of registered address

11. In December 2012 and April 2013, STU changed its registered address.
However, notice of these changes were not provided to NZX for release to the
market until 17 January 2014.

12. STU should have announced its change of address to the market as soon as
that information was first available, in accordance with Rule 10.6.1(e).

Determination

13. NZX and STU agree that the breaches of Rule 10.6.1(d) and 10.6.1(e) are
minor breaches in the circumstances. However, the breach of Rule 3.3.6 in
relation to corporate governance is more concerning.

14. The Tribunal has previously stated that a breach of the corporate
governance provisions of the Rules is a serious matter. They are of vital
importance to the integrity of the market and to give investors confidence
that directors have been appointed to represent shareholder interests. A
breach of the corporate governance Rules can bring NZX and the market into
disrepute.

15. In determining to approve the Settlement Agreement, the Tribunal
considered certain mitigating factors, including that:

a. STU co-operated fully with NZX's investigation;

b. It seemed likely that STU shareholders would have voted in favour of a
resolution to appoint Mr Taylor had he retired and made himself eligible for
election under Rule 3.3.6 at the 2009 STU annual meeting (in particular as
STU was majority owned (50.3%) by Arrium Limited at that time);

c. Although NZX only became aware of the breach under Rule 3.3.6 in January
2014, that breach occurred in November 2009. Since then, NZX has been advised
that STU's management team and board has undergone significant change and
that STU has implemented new processes and procedures throughout its
business, including in respect of company compliance;

d. The failures to announce the resignation of an officer and a change in
registered address were relatively minor breaches in the circumstances.

Penalties

16. NZX and STU have reached a settlement and agreed that:

a. STU will pay the NZX Discipline Fund $12,000 by way of penalty (plus GST,
if any) for its breach of Rules 3.3.6, 10.6.1(d) and 10.6.1(e).

b. This public censure by the Tribunal will be made.

c. STU will pay the costs of the Tribunal and will contribute to the costs
incurred by NZX in relation to this matter.

Approval

17. The Settlement Agreement is approved by the Tribunal pursuant to Rule 10
of the NZ Markets Disciplinary Tribunal Rules ("NZMDT Rules"), and as such,
the Settlement Agreement is the determination of the Tribunal.

Censure

18. The Tribunal hereby publicly censures STU for its breach of Rules 3.3.6,
10.6.1(d) and 10.6.1(e).

The Tribunal

19. The Tribunal is a disciplinary body which is independent of NZX and its
subsidiaries. The Financial Markets Authority approves its members. Under the
NZMDT Rules, the Tribunal determines and imposes penalties for referrals made
to it by NZX in relation to the conduct of parties regulated by the market
rules.

Dated 4 June 2014
End CA:00251181 For:STU    Type:DISCPLIN   Time:2014-06-04 08:30:23