Raising capital inside the three month rule.  |
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| Rule: | 2A 4.4 (2)(i)(a) |
| Date Requested: | Tuesday, August 6, 2002 |
| Requested By: | APSL |
| Date Approved: | Friday, August 16, 2002 |
| Approved By: | NSX Compliance Committee |
| Issuer: | APO |
| Securities: | APO |
| Description of Rule: | 4.4 (2) The Exchange may allow an issuer to provide an information memorandum setting out the matters specified in Appendix 1 instead of a prospectus but only if: (i) the applicant satisfies the Exchange that: (a) it has not raised any capital in the previous 3 months and does not expect it will raise capital in the next 3 months; and … |
| Waiver Requested: | Australian Property Systems Limited has issued ordinary shares to a third party for the purpose of establishing an employee share plan. More specifically: 1. Shares were issued to APSLSP Pty Ltd (“Australian Property Systems Limited Staff Share Plan”). This company has been incorporated for the sole purpose of holding shares for staff of APSL subject to various conditions; 2. It was resolved at a shareholders’ meeting on 27th June 2002 that 53,700 ordinary shares in APSL be issued to APSLSP Pty Ltd at $0.20 per share; 3. The above issue was financed by the creation of a debtor on the Balance Sheet of APSL to the value of $10,740 payable by APSLSP Pty Ltd. |
| Effect of Waiver: | It appears that Listing Rule 4.4(2)(i)(a) has been drafted to (among other things) ensure that applicants to the NSX do not raise capital in the previous 3 months to the application for listing and the following 3 months. It would also appear that this requirement ensures that companies with (amongst other things) sufficient capital are only accepted to the exchange of the NSX. In the current case the issue of shares by APSL to APSLSP was not specifically designed to raise capital for APSL. APSL has financed the issue of the shares to APSLSP to enable an employee share scheme to be established for the purposes of rewarding key employees. Moreover, the shares issued to APSLSP cannot be traded for three years from the date of listing as the shares have been nominated in the escrow application provided by APSL. In these special circumstances a waiver of Listing Rule 4.4(2)(i)(a) is not only necessary but also appropriate. |