Low Volume Market Introduction
Kemp & Denning Limited is an unlisted public company and disclosing entity. Kemp & Denning Limited’s shares are not listed on any licensed market or exchange, including the Australian Securities Exchange (ASX). In order to provide shareholders with some liquidity for their shares, Kemp & Denning Limited has received approval from the Australian Securities and Investments Commission (ASIC) to operate a low volume financial market under an exemption provided by section 791C of the Corporations Act 2001 (the Act) and in accordance with the Corporations – (Low Volume Financial Markets) – exemption notice 2003. It is important to note the following:
Kemp & Denning Limited is not licensed under Part 7.2 of the Act.
Kemp & Denning Limited is not subject to the legal obligations that apply to the operator of a licensed market, including the requirement, to the extent that it is reasonably practicable to do so, to do all things necessary to ensure that the market is a fair, orderly and transparent market.
Kemp & Denning Limited will record the aggregate total volume and value of transactions conducted on the market to ensure that no more than 100 (one hundred) completed transactions with a total value (measured by sale price) of not more than $500,000 (five hundred thousand dollars), are entered into during any 12 month period. Therefore, if a transaction would cause either the total volume or value of all transactions entered into in any 12 month period to exceed either of those limits, Kemp & Denning Limited may not approve the transaction or suspend the market to the start of the subsequent 12 month period. In such a case interested Sellers and Buyers would have the option of either waiting for the next 12 month period to commence or find a counter party themselves (i.e. a party that is not on the Share Register).
All share transactions are to comply with Kemp & Denning Limited’s Constitution.
The matching, negotiation and execution of any transaction that occurs will take place between the Buyer and Seller without any involvement from Kemp & Denning Limited. Settled transactions will be processed by Kemp & Denning Limited’s Share Registry. Once the transactions have been processed by the Registry, the Company Secretary will then update the register of sellers and buyers.
Important Notices Relating to the Low Volume Market
Kemp & Denning Limited has no role in that negotiation and pricing of any trade under the Low Volume Market. Financial information lodged with ASIC (available in the Annual Reports and Shareholder Notices Investor section of our website) may assist parties in their negotiations. Before completing your trade, you should check this section for any recently added information.
Kemp & Denning Limited is unable to provide you with any advice in relation to the potential tax consequences of any sale as each shareholder’s circumstances are different. You should obtain your own taxation, financial and investment advice in relation to the consequences of any sale before entering into any transaction to sell or buy Kemp & Denning Limited shares.
Finding a Buyer or Seller Outside of the Low Volume Market
The low volume market provides you with one way to potentially locate a buyer or seller of Kemp & Denning Limited shares. You may find your own buyer for your shares outside of the market.
Confirming that the Seller is the True Owner of Shares they are Selling
Each Kemp & Denning Limited shareholder is issued with a Share Certificate for their Kemp & Denning Limited shares. Kemp & Denning Limited takes no responsibility for and has no liability to any buyer who does not receive good title to any Kemp & Denning Limited shares they have paid for.