Famous Brands, the casual-dining franchisor, said on Thursday the JSE had determined that it had not breached any rules regarding the sale of 150,000 shares by one of its directors in August, but that the local bourse should have been informed earlier.

Famous Brands said the JSE should have been informed in July that nonexecutive director John Lee Halamandres had taken an option to settle a loan through shares — not in August, when the deal took effect.

Halamandres informed the finance institution in July that a loan agreement entered into in 2015 would be settled through shares rather than cash.

This was eventually sold at a price of R121.01 per share, or a total value of just over R18m, with Famous Brands informing the market of this on August 15.

The JSE then queried the timing of the transaction, given that a voluntary performance update was published on Sens the following day.

That voluntary trading update precipitated a daily loss by Famous Brands of 7.94% to R114.15 at the time, with the group warning that the performance of its restaurants in SA and the African and Middle Eastern regions had not met management’s expectations.

Despite the effect on the share price, the JSE concluded neither Famous Brands nor Halamandres breached the JSE listing requirements, the company said, but had ordered it to clarify to the market how the shares were communicated.

“The JSE has advised the company that the date of the transaction as envisaged (as related to listing requirements) was 17 July 2017, when the transaction was effected and not the date the actual transaction took place,” the Famous Brands statement read.

Famous Brands, however, is being investigated by the Financial Services Board for insider trading or market manipulation.

“In [the] light of the JSE’s exhaustive investigation and favourable findings, we are hopeful that this matter will be resolved expeditiously by the [Financial Services Board],” said company secretary Ian Isdale.


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