"Because of this new direction, Tennyson has entered discussions with a number of parties interested in acquiring the operations and intellectual property of its existing SOX business. Further information on this matter will be released if and when appropriate".
Listing Rule 11.2 may well apply to this statement, but the question here is really one of timing.
LR11.2 does not preclude discussions from taking place. Any resulting disposal, however, would then be subject to LR11.2. So, on the basis of the SOX statement, the ASX invoking LR11.2 would, in my view, be a tad premature.
As for LR11.1, this concerns the change in business activities and direction. The main impact of LR11.1 is to ensure that sufficient disclosure of what is proposed has been made to the ASX. The announcements from January onwards would seem to satisfy this requirement.
LR11.1.1 may well require TNY to give details of future earnings impact (etc), but again, this would seem to be a matter of timing.
The ASX Release of 6 March stated that "(t)he settlement balance is expected to occur approximately 30 days thereafter".
The ASX Release of 13 February stated that "(t)he Company also advises that the agreed date of settlement will be no later than 30 days from the date of execution of the sale and purchase agreement.... The effective date of acquisition remains 1 January 2003".
The ASX Release of 15 January stated: "It is expected that in a single stroke this will turn Tennyson into a significant business operation with annual revenues of approximately $30 million, strong cash flow and profitability, as well as a vastly more diversified product range and revenue stream in aligned businesses" said Tennyson Chairman, Mr Harvey Parker....."Mr Parker said, 'For Tennyson, this is a low risk and highly exciting opportunity because the end sale price is linked to success. It's a structured purchase. The initial cash outlay is expected to be between $1 million to $1.4 million. The balance of the purchase price will be linked to the ongoing sales'."
The question, therefore, is whether sufficient disclosure has occurred to date, or whether the timing of relevant disclosures in accordance with LR11.1.1 is at "the date of agreed settlement (which) will be no later than 30 days from the date of execution of the sale and purchase agreement".
So, you may well be right regarding the application of the Listing Rules, but it is a question of when (not, if) the Listing Rules should apply.
