Wrap Text
ASX Aware Query
The Waterberg Coal Company Limited
(formerly Range River Gold Limited)
(Incorporated in Australia)
(Registration number ABN 64 065 480 453)
ASX: WCC | JSE: WCC | ISIN: AU000000WCC9
(“WCC” or “the Company”)
ASX AWARE QUERY
We refer to your enquiry letter dated 12 A ugust 2014 in relation to a $3 million loan
agreement (Loan) entered into between The Waterberg Coal Company Limited (WCC)
and Firestone Energy Limited (FSE} which was included in WCC's quarterly activities
report released on 31 July 20 14.
For convenience, ASX's queries are reproduced below and the WCC's response follows:
1. Does the Entity Consider the Loan to be information that a reasonable person
would expect to have a material effect on the price or value of its securities?
Yes.
2. f
I the answer to question 1 is "no", please advise the basis of that view.
Not applicable.
3. If the. answer to question 1 is "yes", when did the Entity become aware of the
Loan:
WCC resolved to grant the Loan, and executed a loan agreement to do so, at a
meeting of the board held on 16 July 2014.
4. If the answer to question 1 is "yes" and the Entity first became aware of the Loan
before the release of the Entity's Quarterly Activities Report, did the Entity make
any announcement prior to the relevant date which disclosed the information? If
so, please provide details. If not, please explain why this information was not
released to the market at an earlier time, commenting specifically on when you
believe the entity was obliged to release the information under Listing Rules 3.1
and 3.1A and what steps the Entity took to ensure that the information was
released promptly and without delay.
WCC did not disclose the information prior to release of its quarterly activities
report. The board meeting at which the Loan was approved was held in South
Africa and attended personally by the entire board. Approval to grant the loan
was among a number of matters discussed at the meeting. WCC
acknowledges that the Loan should have been announced as soon as practicable
following the meeting at which it was approved and the documentation executed.
The Loan was subsequently included in WCC's quarterly activities report indicating
WCC's intention for the Loan to be disclosed to the market. No funds have been
advanced to FSE under the Loan to date.
5. Please confirm that the Entity is in compliance with the Listing Rules and, in particular, Listing
Rule 3.1.
The Company confirms that it is presently in compliance with ASX Listing Rules
and,in particular, Listing Rule 3.1.
Yours faithfully,
Lee Boyd
DIRECTOR
•
ASX Compliance Pty Limited
ABN 26 087 780 489
Level 40, Central Park
152-158 St Georges Terrace
PERHI WA 6000
ASX GPO Box 0187
PERTH WA 6840
COMPLIAN CE
Telephone 61 8 9224 0000
12 August 2014
Mr Lee Boyd
Company Secretary
The Waterberg Coal Company Limited
Level 2, 1Walker Avenue
WEST PERTH WA 6005
Dear Lee
The Waterberg Coal Company Limited (the "Entity"):ASX aware query
ASX Limited ("ASX") refers to the following:
1. The Entity's quarterly activities report for the period ended 30 June 2014 "Quarterly Activities Report"
lodged with ASX Market Announcements Platform and released at 05:38 pm (EST) on Thursday , 31
July 2014, disclosing details of a further $3 million loan agreement entered into between Firestone
Energy Limited and the Entity ("Loan").
2. Listing Rule 3.1, which requires a listed entity to give ASX immediately any information concerning it
that a reasonable person would expect to have a material effect on the price or value of the entity's
securities.
3. The definition of "aware" in Chapter 19 of the Listing Rules. This definition states that:
"an entity becomes aware of information if, and as soon as, an officer of the entity (or, in the case
of a trust, an officer of the responsible entity) has, or ought reasonably to have, come into
possession of the information in the course of the performance of their duties as an officer of that
entity."
Additionally, you should refer to section 4.4 in Guidance Note 8 Continuous Disclosure: Listing Rules
3.1 - 3.18 "When does an entity become aware of information" . ·
4. Listing Rule 3.1A, which sets out exceptio ns from the requirement to make immediate disclosure,
provided that each of the following are satisfied.
"3.1A Listing rule 3.1 does not apply to particular information while each of the following
requirements is satisfied in relation to the information:
3.1 A. 1 One or more of the following applies:
• It would be a breach of a law to disclose the information;
• The information concerns an incomplete proposal or negotiation;
• The information comprises matters of supposition or is insufficiently definite to
warrant disclosure;
• The information is generated for the internal management purposes of the
entity; or
• The information is a trade secret; and
3.1A.2 The information is confidential and ASX has not formed the view that the information
has ceased to be confidential; and
3.1A.3 A reasonable person would not expect the information to be disclosed."
5. ASX's policy position on the concept of "confidentiality" which is detailed in section 5.8 of Guidance
Note 8 Continuous Disclosure: Listing Rules 3. 1 - 3.18 "Listing Rule 3.1A.2 - the requirement for
information to be confidential". In particular,the Guidance Note states that:
"Whether information has the quality of being confidential is a question of fact, not one of the
intention or desire of the listed entity. Accordingly, even though an entity may consider
information to be confidential and its disclosure to be a breach of confidence, if it is in fact
disclosed by those who know it, then it ceases to be confidential information for the purposes of
this rule."
Having regard to the above, we ask that you answer the following questions in a format suitable for release to
the market in accordance with Listing Rule 18.7A:
1. Does the Entity consider the Loan to be information that a reasonable person would expect to have a
material effect on the price or value of its securities?
2. If the answer to question 1 is "no", please advise the basis for that view.
3. Ifthe answer to question 1 is "yes", when did the Entity first become aware of the Loan.
4. If the answer to question 1 is "yes" and the Entity first became aware of the Loan before the release of
the Entity's Quarterly Activities Report, did the Entity make any announcement prior to the relevant
date which disclosed the information? If so, please provide details. If not, please explain why this
information was not released to the market at an earlier time, commenting specifically on when you
believe the entity was obliged to release the information under Listing Rules 3.1 and 3.1A and what
steps the Entity took to ensure that the information was released promptly and without delay.
5. Please confirm that the Entity is in compliance with the Listing Rules and, in particular, Listing Rule
3.1.
When and where to send your response
This request is made under, and in accordance with, Listing Rule 18.7. Your response is required as soon as
reasonably possible and, in any event, by not later than 5.00 pm (WST) on Thursday, 14 August 2014. If we
do not have your response by then, ASX will have no choice but to consider suspending trading in the Entity's
securities under Listing Rule 17.3.
You should note that if the information requested by this letter is information required to be given to ASX under
Listing Rule 3.1 and it does not fall within the exceptions mentioned in Listing Rule 3.1A. the Entity's obligation
is to disclose the information "immediately". This may require the information to be disclosed before the
deadline set out inthe previous paragraph.
ASX reserves the right to release a copy of this letter and your response on the ASX Market Announcements
Platform under Listing Rule 18.?A. Accordingly, your response should be in a form suitable for release to the
market.
Your response should be sent to me by e-mail at james.rowe@asx. com.au. It should not be sent directly to
the ASX Market Announcements Office. This is to allow me to review your response to confirm that it is in a
form appropriate for release to the market, before it is published on the ASX Market Announcements Platform.
Listing Rule 3.1
Listing Rule 3.1 requires a listed entity to give ASX immediately any information concerning it that a reasonable
person would expect to have a material effect on the price or value of the entity's securities. Exceptions to this
requirement are set out in Listing Rule 3.1A.
The obligation of the Entity to disclose information under Listing Rules 3.1 and 3.1A is not confined to, nor is it
necessarily satisfied by, answering the questions set out in this letter.
In responding to this letter, you should have regard to the Entity's obligations under Listing Rules 3.1 and 3.1A
and also to Guidance Note 8 Continuous Disclosure: Listing Rules 3.1 - 3. 1B.
Trading halt
If you are unable to respond to this letter by the time specified above, you should discuss with us whether it is
appropriate to request a trading halt in the Entity's securities under Listing Rule 17.1.
If you wish a trading halt,you must tell us:
• the reasons for the trading halt;
• how long you want the trading halt to last;
• the event you expect to happen that will end the trading halt;
• that you are not aware of any reason why the trading halt should not be granted; and
• any other information necessary to inform the market about the trading halt, or that we ask for.
We may require the request for a trading halt to be in writing. The trading halt cannot extend past the
commencement of normal trading on the second day after the day on which it is granted.
You can find further information about trading halts in Guidance Note 16 Trading Halts & Voluntary
Suspensions.
If you have any queries or concerns about any of the above, please contact me immediately.
Yours sincerely
[Sent electronically without signature]
James Rowe
Manager, Listings Compliance (Perth)
18 August 2014
Sponsor:
The Standard Bank of South Africa Limited
Date: 18/08/2014 10:40:00 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
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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,
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