Response to ASX Aware Query
Released
Released
Announcement PDF
03 August 2018
Ms Lux Wigneswaran
Principal Advisor
Listings Compliance (Sydney)
20 Bridge Street
Sydney NSW 2000
Dear Lux,
Wisr Limited (Wisr, Company)
Wisr acknowledges receipt of your letter dated 01 August 2018 (ASX Letter)
In this response to the ASX Letter, Wisr adopts the same question numbering as used in the ASX Letter.
1.
The Board of Wisr become aware of the Relevant Information in the days leading up to the
Relevant Date as negotiations in relation to being appointed to the aggregator connective
broker panel were finalised (which was Friday night 27 July 2018), and then wording around
the draft announcement was approved by both parties. The ASX announcement was released
on the date the arrangement went live and both parties had approved the announcement
about the arrangement, being the Relevant Date.
2.
The Company does not consider the information to be of sufficient materiality that a
reasonable person would expect the announcement to have a material effect on the price of
Wisr shares. The Company has previously issued announcements to the ASX for five other
similar arrangements, none of which had an impact on the price of Wisr shares or trading
volume. As expected, the latest release did not have an impact on the Company’s share price.
The Company released this announcement to ensure consistency in the delivery of
operational updates to stakeholders.
Per our response to the ASX price query letter on 31 July 2018, the recent increase in the price
of Wisr shares (which was prior to the release of the announcement containing the Relevant
Information), is attributed to the investor roadshow and the related presentation released to
the market on 24 July 2018, and the positive announcement about the doubling of loan
originations released on 5 July 2018.
3.
This question is addressed in our response to question 2.
4.
No response required.
5.
Wisr confirms that it is in compliance with the Listing Rules, and in particular Listing Rule 3.1.
6.
Wisr confirms that the responses to the questions above have been authorised and approved
with the Company’s continuous disclosure policy.
Yours sincerely,
Leanne Ralph
Company Secretary
Wisr Limited
1 August 2018
Mr John Nantes
Chairman
Wisr Limited
Suite 33, Level 8
58 Pitt Street
Sydney NSW 2000
By email
Dear Mr Nantes
Wisr Limited (the “Company”): Aware Query
ASX Limited (“ASX”) refers to the following:
A.
The ASX price query letter dated 30 July 2018 noting an increase in the price of the Company’s securities from a
close of $0.03 on Monday 23 July 2018 to an intraday high of $0.062 on Monday 30 July 2018, as well as an increase
in the volume of the Company’s securities traded over the same period.
B.
The Company’s response to that ASX price query letter dated 31 July 2018 in which the Company stated, among
other things, that:
i.
“we have no information concerning the Company that has not been announced to the market”; and
ii.
“there is no known reason for the recent change in the price of Wisr shares other than potentially the
positive operational information released to the market in the past few weeks and the recent non-deal
roadshow which may have attracted additional interest in the Company”.
C.
The Company’s announcement entitled ‘Wisr Appointed to leading aggregator Connective broker panel’ lodged
on the ASX Market Announcements Platform and released at 9.20am AEST on Wednesday 1 August 2018 (the
“Relevant Date”), disclosing that the Company “has significantly expanded one of its personal loan origination
channels after being appointed to the panel of Connective, Australia’s leading mortgage broker aggregator” (the
“Relevant Information”).
D.
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.
E.
The definition of “aware” in Chapter 19 of the Listing Rules, which 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”,
and section 4.4 in Guidance Note 8 Continuous Disclosure: Listing Rules 3.1 – 3.1B ‘When does an entity become
aware of information’.
20 Bridge Street
Sydney NSW 2000
ASX Limited ABN 98 008 624 691
PO Box H224
Australia Square NSW 1215
Customer service 13 12 79
asx.com.au
F.
Listing Rule 3.1A, which sets out exceptions 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 is satisfied in relation to
the information:
3.1A.1
G.
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.”
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 – 3.1B. 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, ASX asks the Company to respond separately to each of the following questions and requests
for information:
1.
When did the Company first become aware of the Relevant Information?
2.
Does the Company consider the Relevant Information to be information that a reasonable person would expect
to have a material effect on the price or value of its securities?
3.
If the answer to question 2 is “no”, please advise the basis for that view.
4.
If the answer to question 2 is “yes” and the Company first became aware of the Relevant Information before the
Relevant Date, did the Company make any announcement prior to the Relevant Date which disclosed the Relevant
Information? If so, please provide details. If not, please explain why the Relevant Information was not released to
the market at an earlier time, commenting specifically on when you believe the Company was obliged to release
the Relevant Information under Listing Rules 3.1 and 3.1A and what steps the Company took to ensure that the
Relevant Information was released promptly and without delay.
5.
Please confirm that the Company is in compliance with the Listing Rules and, in particular, Listing Rule 3.1.
6.
Please confirm that the Company’s responses to the questions above have been authorised and approved in
accordance with its published continuous disclosure policy or otherwise by its board or an officer of the Company
with delegated authority from the board to respond to ASX on disclosure matters.
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 half an hour before the start of trading (i.e. before 9.30am AEST) on Monday
6 August 2018.
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ASX reserves the right to release a copy of this letter and your response on the ASX Market Announcements Platform
under Listing Rule 18.7A. Accordingly, your response should be in a form suitable for release to the market.
Your response should be sent to me by e-mail. 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 Rules 3.1 and 3.1A
In responding to this letter, you should have regard to the Company’s obligations under Listing Rules 3.1 and 3.1A and
also to Guidance Note 8 Continuous Disclosure: Listing Rules 3.1 – 3.1B.
It should be noted that the Company’s obligation to disclose information under Listing Rule 3.1 is not confined to, nor is
it necessarily satisfied by, providing the information requested in this letter.
Further, 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 Company’s obligation is to disclose the
information “immediately”. This may require the information to be disclosed before the deadline set out in this letter
and may require the Company to request a trading halt immediately.
If you wish to request 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 will require the request for the 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.
Suspension
If you do not respond to this letter by the deadline set out above or if ASX does not consider your response to be
satisfactory, ASX is likely to suspend trading in the Company’s securities under Listing Rule 17.3.
If you have any queries or concerns about any of the above, please contact me immediately.
Yours sincerely
[Sent electronically without signature]
Lux Wigneswaran
Principal Adviser, Listings Compliance (Sydney)
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