Huge Group Ltd - MESSRS JAMES HERBST AND ANTONPOTGIETER
HUG
MESSRS JAMES HERBST AND ANTON
POTGIETER
SENS ANNOUNCEMENT HUGE GROUP LIMITED / MESSRS JAMES HERBST AND ANTON
POTGIETER
The JSE Limited (JSE) wishes to advise the following in view of its previous announcement dated 12
November 2009 concerning certain findings by the JSE in respect of the Huge Group Limiteds (Huge
or the Company) acquisition of Single Stock Futures (SSFs) positions from two executive directors
of Huge, Messrs. James Herbst and Anton Potgieter (the Directors or the Appellants) and the
resultant repurchases by Huge of its own securities:
The Directors lodged an appeal in terms of the provisions of the Securities Services Act to the Appeal
Board of the Financial Services Board against the findings of the JSE and the penalties of R 5 million
imposed on each of the Directors.
Pursuant to hearing of the appeal, the Appeal Board made the following order on 3 July 2012:
1.
The appeal is allowed with costs.
2.
The following findings by the JSE are set aside2.1
That Huge acted contrary to the provisions of section 85 of the Companies Act;
2.2 That Huge and the appellants breached section 5.69 of the Listings Requirements by way of
having Huge effected a specific repurchase of its securities from related parties.
3.
Substituted for the finding set aside in 2.2 above is the finding that Huge and the appellants
breached section 5.69, read with section 5.82, of the Listings Requirements in that Huge,
represented by the appellants, entered into derivative transactions that might or would result in
the repurchase by Huge of its securities in terms of a general authority without complying with
section 5.69 in that approval of shareholders in terms of a special resolution of Huge was not
given for such transactions.
4.
The penalty of R 5 million imposed on each appellant is set aside and substituted therefor is a
fine on each appellant of R 3 million.
5.
The following costs orders are made5.1
The costs awarded in this order will include the costs of two counsel.
5.2 The appellants are ordered to pay the costs of the application to supplement the grounds of
appeal.
5.3 The JSE is ordered to pay the wasted costs of the hearing on 3 March 2011.
6.
The JSE is ordered to ensure the publication of the terms of this order on SENS.
9 July 2012
Date: 09/07/2012 11:52:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
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