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General SENS Submitter Company - General Censure imposed on Mr CA Grillenberger of Advanced Health Limited

Release Date: 23/02/2024 09:03
Code(s): GSSC     PDF:  
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General – Censure imposed on Mr CA Grillenberger of Advanced Health Limited


GEN – General – Advanced Health Limited
Censure imposed by the JSE on Mr Carl Grillenberger, the non-executive Chairman of Advanced Health 
Limited ("Company")

The JSE hereby informs stakeholders of the following findings in respect of Mr Grillenberger:

1.	As announced on SENS on 4 January 2023, Mr Grillenberger traded in the securities of the Company in 
	his capacity as a director and the non-executive chairman, on 29 and 30 December 2022, respectively.

2.	Mr Grillenberger purchased 331 096 Company securities through Eenhede Konsultante Proprietary 
	Limited, during the Company's closed period which started on 23 December 2022 when the Company 
	published a detailed terms and cautionary announcement regarding the Company's disposal of its 
	entire equity interest in Presmed Australia Pty Limited to PresMed BidCo Pty Limited ("transaction"),
	pending the publication of a firm intention announcement. The closed period ended when the Company 
	published the firm intention announcement on 30 January 2023. Mr Grillenberger also failed to obtain 
	clearance prior to dealing in the Company's securities.

3.	The provisions of paragraph 3.66 and 3.69(a) of the JSE's Listings Requirements states that a director 
	may not deal in securities relating to a listed company during a closed period and without first 
	obtaining clearance for such trade. Accordingly, the JSE found Mr Grillenberger to be in breach of 
	paragraphs 3.66 and 3.69(a) of the Listings Requirements.

4.	Directors of companies listed on the JSE have an obligation to always comply with the Listings 
	Requirements. The Listings Requirements require directors to disclose their dealings in the securities 
	of the companies of which they are directors to promote market integrity and increase transparency.

5.	The prohibition on dealings during a closed period are 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.

6.	Mr Grillenberger was the chairman of the board of the Company since 2019 after serving as the CEO of 
	the Company since its inception and is therefore well versed on the provisions of the Listings 
	Requirements and the obligations placed on him in terms thereof. The JSE deems it unacceptable that 
	Mr Grillenberger failed to comply with the Listings Requirements when he dealt in the Company's 
	securities whilst the Company was trading under a cautionary and without the required clearance.

7.	The JSE took into account the fact that although the Company was trading under a cautionary, the detailed
	terms of the transaction were contained in the cautionary announcement and the outstanding information was
	limited to certain details required by the Takeover Regulation Panel for the publication of a firm 
	intention announcement.

8.	For these reasons and with reference to the JSE's findings of breach, the JSE has decided to impose a 
	public censure on Mr Grillenberger as a result of his failure to comply with important provisions of the 
	Listings Requirements. The Company delisted from the JSE with effect from close of business on 27 
	September 2023 and Mr Grillenberger's transgressions occurred during the Company's period of listing 
	on the JSE. 

23 February 2024









Date: 23-02-2024 09:03:00
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