Late filing of notice concerning OFX CEO shareholding sparks ASX concerns

Maria Nikolova

A notice about John Malcolm acquiring 801,763 shares under the OFX Executive Share Plan was filed much later than required under ASX rules.

Provider of online payment services OFX Group Ltd (ASX:OFX) has triggered ASX questions due to untimely filing of a notice regarding the acquisition of shares by its Managing Director and CEO John Malcolm.

ASX’s concerns relate to a filing made by OFX on October 1, 2019. The document in question is Appendix 3Y and informs that John Malcolm acquired 801,763 shares under the OFX Executive Share Plan on September 4, 2019.

ASX reminds the company that Listing Rule 3.19A2 requires an entity to tell ASX the following:

“A change to a notifiable interest of a director of the entity (or in the case of a trust, a director of the responsible entity of the trust) including whether the change occurred during a closed period where prior written clearance was required and, if so, whether prior written clearance was provided. The entity must complete Appendix 3Y and give it to ASX no more than 5 business days after the change occurs”.

Further, Listing rule 3.19B states that:

‘An entity must make such arrangements as are necessary with a director of the entity (or in the case of a trust, a director of the responsible entity of the trust) to ensure that the director discloses to the entity all the information required by the entity to give ASX completed Appendices 3X, 3Y and 3Z within the time period allowed by listing rule 3.19.A. The entity must enforce the arrangements with the director.’

The Notice indicates that a change in Mr Malcolm’s notifiable interest occurred on September 4, 2019. It appears that the Notice should have been lodged with ASX by September 11, 2019. Consequently, ASX is concerned that OFX may have breached Listing Rules 3.19A and/or 3.19B.

ASX reminds OFX of its contract with ASX to comply with the Listing Rules. In the circumstances, OFX should make necessary arrangements to ensure it does not continue to breach the Listing Rules.

Accordingly, the company was asked to explain:

  • Why the Appendix 3Y was lodged late.
  • What arrangements does OFX have in place under Listing Rule 3.19B with its directors to ensure that it is able to meet its disclosure obligations under Listing Rule 3.19A?
  • If the current arrangements are inadequate or not being enforced, what additional steps does OFX intend to take to ensure compliance with Listing Rule 3.19B?

According to OFX, the Appendix 3Y was lodged late due to an administrative oversight relating to reissue of shares forfeited under the Company’s Executive Share Plan. The Appendix 3Y was lodged immediately upon the oversight being identified. The company insists that it has in place the necessary procedures and checks to ensure that Director disclosures are completed and lodged within the time period required under Listing Rule 3.19A. Apart from this administrative oversight, OFX considers the current arrangements to be adequate to ensure compliance with Listing Rule 3.19B.

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