SRX (ASX) Ann: Response to ASX query

Originally posted by craft ↑

"If the answer to question 1 is “yes”, when did SRX first become aware of the decrease in anticipated dose sales growth for FY17, as disclosed in the Update Announcement?"

The restatement of the question by SRX in the response to totally ignore the requirements of listing rule 3.1

"Given the fact that what is involved is a prediction of future results rather than
a reflection of past results, it is not so much a question of when SRX first became
aware of the decrease in anticipated dose sales growth for FY17, but rather a
question of when, having regard to the information then available."

Listing Rule 3.1, which requires a listed entity to give ASX immediately any information concerning it that a reasonable person would expect to have a material effect on the price or value of the entity’s securities.

The definition of “aware” in Chapter 19 of the Listing Rules, which states that:
“an entity becomes aware of information if, and as soon as, an officer of the entity (or, in the
case of a trust, an officer of the responsible entity) has, or ought reasonably to have, come into possession of the information in the course of the performance of their duties as an officer of that entity”

It is impossible in my view that even if GW didn’t know the actual sales numbers that he should at least “ought reasonably” to have been aware of sales information and that it was tracking below forecast. Even if sales were on target and then stopped dead, mathematically he must have been aware sometime ago that sales would not meet forecast. The actual daily numbers which could be subpoenaed would reveal all.

Then we have GW share sales to compound the lack of timely disclosure which it would seem amounts to insider trading if he had the sales data or incomprehensible CEO incompetence if he didn’t. The question is was the board complicit?

Yes GW had sold shares for Tax purposes in the past and yes it is good risk management to sell at the time of vesting because that is when the tax liability arises. The past practice was to sell at the time of vesting which makes total sense, but this time the nexus in timing was broken – why? He opened himself to timing risk like the rest of us. 114,968 shares vested on 29/7 and with a market close on that day his tax liability would be about 1.8M. He sold 2.1M of stock on 26/10 and said it was to cover tax. Unlike us he had inside sales data information when making his sale.

If he did not sell, his entire vesting of shares would now be currently worth about the amount of his tax liability. It was said in the announcement that the chair was aware of his intentions to sell for tax reasons, but was the board complicit in letting him do it before the sales data came to light so as to not have the incentive payment not entirely eaten by the tax liability if he sold afterwards or did GW withhold the information he ought to have know and inform the board of?

When the nexus of vesting date and selling to fund tax obligations was broken – GW opened himself to timing risk and he is in breach of the law if he used insider information to reduce that timing risk.

Now add that the ASX received a tip-off and GS has acted in the market in the time frame of the tip off.

We have a dead board/CEO walking. If they don’t take each other out trying to preserve their own skins, or get taken out by legal action – we must act as Shareholders. After this ASX query and the totally unacceptable response to it there is no way this is an acceptable board to leave our company in the hands of.

Expand

Why wasn't ASX force a trading halt when they received a tip-off?

GS got out and got back in at lower prices?

No.	Vol.	Price($)
4	2241007	17.5¢

No.

Vol.

Price($)

2241007

17.5¢

Price($)	Vol.	No.
18.0¢	2092216	36

Price($)

Vol.

No.

18.0¢

2092216

No.	Vol.	Price($)
4	2241007	0.175
8	3657688	0.170
1	18186	0.165
1	11500	0.155
1	2577	0.097

No.

Vol.

Price($)

2241007

0.175

3657688

0.170

18186

0.165

11500

0.155

2577

0.097

Price($)	Vol.	No.
0.180	2092216	36
0.185	100499	6
0.190	178362	7
0.195	520478	3
0.200	533653	10

Price($)

Vol.

No.

0.180

2092216

0.185

100499

0.190

178362

0.195

520478

0.200

533653

(20min delay)
Last 17.5¢		Change 0.000(0.00%)		Mkt cap ! $74.27M

Open	High	Low	Value	Volume
17.5¢	17.5¢	17.5¢	$16.90K	96.58K

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