GEN - Findings by the JSE Limited in relation to a share repurchase by Huge
JSE
GEN
GEN - Findings by the JSE Limited in relation to a share repurchase by Huge
Group Limited
The JSE Limited ("JSE") wishes to advise the following in view of the recent
media coverage and the media release by Huge Group Limited ("Huge") concerning
certain findings by the JSE in relation to a share repurchase by the company:
1. The JSE detected dealings in Single Stock Futures ("SSFs") by certain
directors of Huge and Huge itself on the 16th of October 2008;
2. The JSE contacted the Designated Adviser to Huge on 17 October 2008 to
ascertain the facts and circumstances surrounding these dealings and to
express its concerns that those dealings may constitute a share repurchase
from related parties in terms of the Listings Requirements ("LR");
3. After an extensive exchange of communications between the JSE, Huge and its
Designated Adviser, the JSE formally confirmed its earlier view in a letter
dated 28 October 2008 to the effect that the dealings constituted a
specific share repurchase of the company`s securities as defined in terms
of section 5.69 of the JSE`s LR , that the transaction was concluded with
related parties and that the Huge`s acquisition of the SSF positions is in
contravention of section 85 of the Companies Act and invited the Huge to
make representations;
4. After considering all the facts and information at the disposal of the JSE
including the representations submitted on behalf of Huge, the JSE
informed Huge and its Designated Adviser on 7 November 2008 that the
transaction constituted a specific share repurchase of the company`s
securities as defined in terms of section 5.69 of the JSE LR , that the
transaction was concluded with related parties and that the company`s
acquisition of the SSF positions is in contravention of section 85 of the
Companies Act. Huge was informed on that date of its right to object to the
JSE`s decision as stated in Section 1 of the LR;
5. Huge elected to exercise its right to object to the decision of the JSE and
formally submitted its objection on 22 January 2009;
6. In terms of the LR, the JSE decided to consult with three independent
members of the Issuer Services Advisory Committee who unanimously dismissed
Huge`s objection;
7. The JSE then considered the grounds of Huge`s objection, the views of the
independent members of the Advisory Committee and all other facts and
information at its disposal and decided to dismiss Huge`s objection. The
JSE communicated its decision to dismiss Huge`s objection in a letter dated
4 March 2009.
Before deciding what action to take in respect of the contraventions of the LR
the JSE will invite the company and its directors to make representations
regarding an appropriate sanction.
Date: 19/03/2009 15:43:11 Produced by the JSE SENS Department.
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