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Trading in Fijian Holdings Ltd shares have resumed, with the South Pacific Stock Exchange announcing today that it has lifted the suspension it had slapped on the investment conglomerate yesterday for what it said was lack of clarification on a recent corporate audit.
“The Exchange has received confirmation from FHL that its Board has established that there is no material information in its internal corporate governance audit report and that the extent of breach leading to the audit is not material,” said SPSE chief executive officer Jinita Prasad.
“Trading of FHL shares had been suspended by the Exchange at 4.30pm yesterday, 27th July 2009 in order to ensure that all shareholders receive timely and accurate information and that an orderly market is maintained rather than a market driven by rumour and potentially ill-informed decisions. Shares in FHL can be traded from tomorrow, 29th July 2009,” said Prasad.
FHL was the subject of a corporate audit early this month which led its top executives – managing director Sereana Qoro and board chairman Isoa Kaloumaira – taking one week’s leave to allow for the investigation. The pair was later reinstated but the audit report was not made public.
Yesterday, SPSE handed down its suspension penalty, which Prasad said was consistent with penalties executed for all listed companies for failing to address queries made by the stock exchange on transparency issues.
“From our point of view, as the regulator of the stock market, the exchange needs to ensure that if any material information had come out of that audit, then it needs to be made public so that all shareholders and investors can make informed decisions,” Prasad had told Fiji Live last week.
Under the continuous disclosure requirements of the Listing Rules, FHL and all listed companies are obligated to release material information to SPSE immediately.
Among events or information that can be included under the term “material”
are:
*Proposed joint venture, merger, acquisition or takeover;
* Decision to recommend and declare a dividend, or a decision to not declare a
dividend;
*Decision to change the capital structure of the company. This includes issue
of shares;
*Change in the key personnel including chairman, directors, company
secretary and senior staff;
*Change in registrars or auditors;
*Change of address of the registered office or of any office at which the
register of the securities of the company is kept;
*Change in control;
*Entry into possession of or the sale by any mortgagee of a portion of the
assets;
*Occurrence of any event which would result in the winding up of the company
or any of its subsidiaries or the appointment of a receiver or liquidator for the
company or any of its subsidiaries;
*Judicial or quasi judicial actions initiated by or against the company;
*Acquisition or loss of a significant contract;
*Change in the company’s financial forecast or expectation;
*Any over-subscription or under-subscription of an issue of securities;
*A change in capital investment plans;
*Any changes in the corporate purpose and any alterations in the company’s
general nature of business or the initiation of new ones;
*Any transaction by the company or its subsidiaries that will have a significant
impact on the company. Normally an amount of five percent or more of the company’s
assets would be significant but a smaller amount may be significant in a
particular case;
*Any licensing or franchising agreement or its cancellation which may affect
operations;
*Any occurrence of an event of default under the terms and conditions of any
issue of debentures, promissory notes, bonds or any other security issued by
the company;
*Any penalties imposed by statutory authorities;
*Any acquisition of voting rights which results in the company becoming the
holding company;
*Any change in substantial shareholding. This occurs when any person who
owned less (or more) than five percent of the total outstanding securities of the
company purchases (or sells) securities in the company and becomes a
shareholder owning more (or less) than five percent of the total outstanding securities
of the company.
*A change to the exercise price of an option, or the number of underlying
securities over which the option is exercisable, and the date the changes
become effective. The company must tell SPSE at least five business days
before the changes become effective.
