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General – Censure imposed on Mrs Helena Dorothea Grewar of LUXE Holdings Limited
GEN – General – LUXE Holdings Limited
Censure imposed by the JSE on Mrs. Helena Dorothea Grewar (Althea), Chief Executive Officer of LUXE
Holdings Limited ("Company")
The JSE hereby informs stakeholders of the following findings in respect of Mrs. Grewar:
1. Mrs. Helena Dorothea Grewar, also known as Althea, was the Chief Executive Officer and Executive
Director of the Company since 14 October 2021. Mrs. Grewar, acting through her own company Go
Dutch Proprietary Limited ("Go Dutch"), disposed of 2 061 310 Company shares on 7 December 2022,
with a total value of R12 079 276.60, as announced on SENS on 12 December 2022. This transaction
occurred during the Company's closed period, which commenced on 19 September 2022, due to the
publication of a cautionary announcement regarding advanced negotiations between the Company
and Go Dutch for a potential related party disposal of certain group assets, including Arthur Kaplan and
World's Finest Watches, to Go Dutch. Go Dutch is a company of which Mrs. Grewar, the Company's
CEO, is the sole director and shareholder.
2. In terms of paragraphs 3.66 and 3.69 of the JSE's Listings Requirements, a director may not deal in the
securities of the company of which he/she is a director during a closed period or at a time when
he/she is in possession of unpublished price sensitive information and without first obtaining clearance
for such trade. Mrs. Grewar failed to obtain clearance prior to the trade, and she disposed of her
securities during a closed period.
3. Accordingly, the JSE found Mrs. Grewar to be in breach of paragraphs 3.66 and 3.69 of the Listings
Requirements.
4. Notably, Mrs. Grewar's refusal to acknowledge or engage with regulatory correspondence, or to
cooperate with the JSE's investigation, casts serious doubt on her commitment to compliance and
indicates a lack of transparency and accountability, fundamental to sound corporate governance. Mrs.
Grewar's actions obstructed the JSE's regulatory process and undermined its effective oversight of
market integrity.
5. The prohibition on dealings during a closed period is designed to ensure that markets operate fairly
and to promote investor protection and investor confidence. The obligation on a director to obtain
clearance prior to dealing in securities is a further safeguard to ensure that directors do not deal in
securities in closed periods. Directors have a duty to observe the restrictions and obligations stipulated
in the Listings Requirements and failure to do so could result in unfair markets and a lack of investor
protection and confidence. Mrs. Grewar, as the CEO of the Company, was expected to uphold the
highest standards of corporate governance and transparency, and to act in the best interest of the
Company and its stakeholders at all times. Mrs. Grewar has served on the boards of other listed
entities and was therefore well versed on the provisions of the Listings Requirements and the
obligations placed on her in terms thereof.
6. The JSE finds it unacceptable that Mrs. Grewar failed to comply with the Listings Requirements when
she traded in the Company's securities and her blatant disregard of the JSE's investigation without
cause has impeded the JSE's mandate to safeguard investor interests and maintain fair markets.
7. For these reasons and with reference to the JSE's findings of breach, the JSE has decided to impose the
following penalties on Mrs. Grewar:
(a) a public censure and a fine of R7 500 000 (seven million five hundred thousand rand); and
(b) immediate disqualification from holding the office of a director or officer of a company listed on
the JSE for a period of 5 (five) years.
8. The Company's listing on the JSE was terminated with effect from close of business on 6 November
2023 and Mrs. Grewar's transgressions occurred during the Company's period of listing on the JSE.
9. The fine imposed against Mrs. Grewar will be appropriated in accordance with section 11(4) of the
Financial Markets Act, 19 of 2012 read with section 1.25 of the Listings Requirements which includes,
inter alia, the settlement of any external costs incurred by the JSE which may arise through the
enforcement of the provisions of the Listings Requirements and/or in furtherance thereof.
6 March 2024
Date: 06-03-2024 07:05:00
Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE').
The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of
the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct,
indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on,
information disseminated through SENS.
