As a result of receiving a couple of similar emails from shareholders this morning asking similar questions in regards of the Empire Board Investigation, I thought it might be easier to post effectively these questions and my response to these shareholders so that as many shareholders as possible can be informed. As the questions were effectively about the same things but phrased differently, I rephrase the questions for ease below:
Question 1: If you made the Board of Empire aware of this disclosure in June, why have you waited until now to inform other shareholders?
I brought this issue to the attention of the Board and management of Empire in early June 2016 by cc’g them on an email that I sent to Mr Garratt. I did not specifically directly engage with Empire, nor did I make a complaint or request an investigation, I simply brought it to their attention by including them as a cc on the email. Further, quite interestingly, I have had no phone calls from either the Chairman, any other member of the Board, the CEO or CFO/Company Secretary in relation to this matter, I have only had a number of letters from the Chairman.
In mid-June, I received the letter (which I posted) from Empire’s Chairman Mr Iannello, as I said firstly, him thanking me for bringing it to their attention, secondly, advising me that the Board was conducting an investigation (which I personally interpreted meant the Board of Empire thought it was of such a serious nature that they had to conduct an investigation) and lastly, requesting I destroy all the information that Mr Garratt had forwarded to me.
Based on that letter from Empire’s Chairman, I thought it both reasonable and responsible to provide Empire reasonable time to conduct the said investigation. To have informed shareholders generally in this respect by posting this information on an internet forum would have been irresponsible and could have compromised Empire’s investigation. Clearly, I did not want to compromise Empire in carrying out a fair, complete and thorough investigation and they needed to be allowed reasonable time to carry out the said investigation.
Secondly, Empire had requested me to assist in their investigation by requesting me to destroy all said materials, which I found quite unreasonable and extraordinary, given I was the one who brought it to their attention, and clearly I provided evidence of this disclosure, I found their request somewhat very strange, given they were asking me to destroy the very evidence that might be required at a later stage including for any potential investigation by ASIC or ASX.
As such, I engaged in further correspondence, particularly on the legality of such a request, with Empire until early October 2016, where it was clear to me from Empire’s ongoing correspondence that it was a waste of my time to continue corresponding with them on the matter and I ceased as such. Their correspondence was becoming extremely concerning with veiled threats of possible legal action and possible removing me from the AGM this year, action which seems odd given they possibly would not have known about this disclosure if I had not brought it to their attention.
Clearly it would have again been unreasonable and irresponsible to post this on an internet forum whilst I was engaged in ongoing correspondence with the company and whilst an investigation was presumably still being undertaken.
It has only been since I decided to cease correspondence with them on this matter that I considered it should now be brought to the attention of shareholders by posting it on a public website like Hot Copper, so that other shareholders could be made aware of it.
As for the investigation, I have no idea, whether it did commence, if it did commence, has it been concluded and what the outcomes are, or even if it is still ongoing and is yet to conclude.
I would suggest that is a matter for shareholders to raise with the Chairman or other members of the Board, or management of the Company, but certainly should be raised at the AGM so that all shareholders are appropriately informed on this issue.
Finally, it is the responsibility of Empire, and the Board of Empire to comply with their continuous disclosure requirements under both ASX Listing Rules and the Corporations Act, therefore, they should be the ones advising ALL shareholders about material events or information which a reasonable person would expect to be informed of and which may have a material impact on the share price, shareholders do not have any continuous disclosure obligations in this respect, ONLY EMPIRE. I would encourage all shareholders to ask Empire and the Board of Empire if they have complied with their obligations in regards of this particular issue.
Question 2: Have you informed ASIC or ASX about the Empire Board Investigation?
Both ASIC and ASX are the regulators of the Corporations Act and ASX Listing Rules respectively. Should the Empire Board investigation conclude any negative findings, and for clarity, I am not saying, suggesting or inferring that, then obviously, I would expect the Board of Empire to advise those parties.
As all shareholders would appreciate and understand, any discussions that I might have had, am having, or will be having with either ASIC or ASX are, am and will be strictly confidential in line with their respective policies and I do not wish to do anything which might compromise any current or future investigation or action of theirs in any regard. As such I am unable to comment any further on this matter.
I have provided information to shareholders, if any shareholders wish to contact either ASIC or ASX to request them to follow up on this issue, then please feel free to do so. I have no reservations whatsoever in dealing with either ASIC or ASX and will gladly answer any questions which they might have as a result of any other complaint or request to them from other shareholders which provides new information to them.
I hope that this provides clarity to the most commonly held questions on this matter.
Should any shareholder have any further questions, please feel free to contact me on my email address [email protected]
Regards
Kent Quinlan
EGO Price at posting:
29.5¢ Sentiment: None Disclosure: Held
