PGC 0.00% 20.0¢ pyne gould corporation limited

Ann: WAV/RULE: PGC: PGC - Application for Waiver from Rule 3.3.1

  1. lightbulb Created with Sketch. 2
    • Release Date: 01/09/14 09:48
    • Summary: WAV/RULE: PGC: PGC - Application for Waiver from Rule 3.3.1
    • Price Sensitive: No
    • Download Document  2.88KB
    					PGC
    01/09/2014 09:48
    WAV/RULE
    
    REL: 0948 HRS Pyne Gould Corporation Limited
    
    WAV/RULE: PGC: PGC - Application for Waiver from Rule 3.3.1
    
    NZX Regulation Decision
    Pyne Gould Corporation (PGC)
    Application for a waiver from - NZX Main Board Listing Rule 3.3.1(b)
    
    1 September 2014
    
    Background
    Decision
    
    1.NZXR declines to grant a waiver from NZX Main Board Listing Rule 3.3.1(b)
    ("Rule 3.3.1(b)") to permit PGC to have less than 2 directors on the Board
    who are ordinarily resident in New Zealand.
    
    2.The information on which this decision is based is set out in Appendix One
    to this decision.
    
    3.The Rule to which this decision relates is set out in Appendix Two to this
    decision.
    
    Reasons
    
    4.In coming to the decision to decline the waiver set out in paragraph 1
    above, NZXR has considered that:
    
    (a)The policy intention behind Rule 3.3.1(b) is to ensure that shareholders
    have a point of contact in New Zealand. Accordingly, the requirement to have
    at least two New Zealand resident Directors is an important shareholder
    protection;
    
    (b)Footnote 2 of Rule 1.11 states that NZX shall consider retrospective
    waivers only in exceptional circumstances where a minor or inadvertent breach
    of an Issuer would incur severe consequences for such Issuer if the
    application were not considered by NZX; and
    
    (c)Due to the importance of Rule 3.3.1(b) and the length of time PGC has been
    in breach, the breach cannot be described as minor.
    
    Appendix One
    
    1.Pyne Gould Corporation ("PGC") is a listed issuer with ordinary shares
    quoted on the NZX Main Board.
    
    2.Pursuant to NZX Main Board Listing Rule 3.3.1(b) ("Rule 3.3.1(b)"), PGC is
    required to have at least two directors who are ordinarily resident in New
    Zealand.
    
    3.On 7 July 2014, Michael Carolan, a non independent director resident in New
    Zealand resigned from the Board of PGC.  PGC states that it did not have
    advance notice of Mr Carolan's intention to resign.
    
    4.From the date of Michael Carolan's resignation, PGC has had only one
    director who is ordinarily resident in New Zealand, being Bryan Mogridge.
    
    5.On 22 July 2014, NZXR wrote to PGC to ask whether it remained in compliance
    with Rule 3.3.1(b).
    
    6.On 29 July 2014, PGC sought a temporary waiver from the requirements of
    Rule 3.3.1(b) until the earlier of 30 August 2014 and the appointment of a
    New Zealand resident Director.
    
    Appendix Two
    
    Rule 3.3 Appointment and Rotation of Directors
    
    Rule 3.3.1 The composition of the Board shall include the following:
    
    (a)The minimum number of Directors (other than alternate Directors) shall be
    three; and
    
    (b)At least two Directors shall be ordinarily resident in New Zealand; and
    
    (c)The minimum number of independent Directors shall be two or, if there are
    eight or more Directors, three or one-third (rounded down to the nearest
    whole number of Directors) of the total number of Directors, whichever is the
    greater.
    ...
    End CA:00254653 For:PGC    Type:WAV/RULE   Time:2014-09-01 09:48:44
    				
 
watchlist Created with Sketch. Add PGC (NZSX) to my watchlist

Currently unlisted public company.

arrow-down-2 Created with Sketch. arrow-down-2 Created with Sketch.