Eastern Gas Reports Director and Subsidiary Trading Activity During Closed Period

Eastern Gas Corporation Limited has addressed ASX concerns regarding trading by a non-executive director and a related entity during a closed period, outlining remedial actions and governance reviews.

  • Director Scott Brown traded during a closed period with verbal but not written approval
  • Hdrive International’s trades not covered by Eastern Gas’s Trading Policy
  • Mr Brown failed to notify the Company Secretary within required timeframe
  • Eastern Gas conducted compliance training and is reviewing governance processes
  • Company confirmed compliance with ASX Listing Rules and updated disclosures
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Background and ASX Query

Eastern Gas Corporation Limited (ASX:EGA) responded to an Australian Securities Exchange (ASX) query concerning trading activities by Mr Scott Brown, a non-executive director, and Hdrive International Pty Ltd, a 70% owned subsidiary of EGA’s largest shareholder, Pure One Corporation Limited. The ASX raised concerns about potential breaches of EGA’s Securities Trading Policy, particularly transactions occurring during a closed period prior to the release of the company’s Half-Year Report on 16 March 2026.

Trading Policy and Relevant Interests

EGA clarified that its Trading Policy applies strictly to Key Management Personnel (KMP), defined as directors and executives with direct reporting lines to the Managing Director or CEO. Hdrive, despite its connection to a major shareholder, is not considered KMP, and therefore its trading activities in EGA securities fall outside the scope of the policy. Furthermore, Mr Brown does not hold a direct interest in Hdrive and is not its sole director, with other directors having access to Hdrive’s trading account. EGA stated that Hdrive holds EGA securities on trust for a shareholder and does not have beneficial ownership.

Director Scott Brown’s Trading Activities

Mr Brown transacted in EGA securities during the two-week closed period before the Half-Year Report release, which is prohibited under the Trading Policy. While he obtained verbal approval from the Chairman and Managing Director before trading, the approval was not documented in writing as required. Additionally, Mr Brown failed to notify the Company Secretary of his transactions within two business days, a requirement under the policy. EGA attributed this lapse partly to a transition in the Company Secretary role effective 13 March 2026.

Remedial Actions and Governance Review

In response to these breaches, EGA reminded Mr Brown of his obligations and arranged for him to undertake compliance training with the newly appointed Company Secretary and the company’s legal advisers. The Board has directed a review of corporate governance processes to strengthen compliance with trading policies and ASX Listing Rules, including improved internal protocols and communication with directors. EGA confirmed that updated disclosures, including an Appendix 3Y for Mr Brown, have been lodged to reflect his trading activities accurately.

Compliance Confirmation and Shareholder Information

EGA confirmed it remains in compliance with ASX Listing Rules, particularly Listing Rule 3.1 concerning continuous disclosure. The company also provided an updated top 20 shareholder list and distribution schedule as of the date of the ASX query response. These developments follow Eastern Gas’s recent capital raising efforts, including a $5.5 million IPO to advance Queensland gas projects, where Pure One Corporation Limited retained a majority shareholding of approximately 69.44% post-listing.

For further context on Eastern Gas’s recent corporate activities, including its IPO and project funding, see the company’s $5.5 million IPO to advance Queensland gas projects.

Bottom Line?

Eastern Gas is actively addressing governance shortcomings highlighted by ASX, but the reliance on verbal approvals and delayed notifications underscore the need for tighter controls.

Questions in the middle?

  • Will Eastern Gas formalise written approval processes to prevent future trading policy breaches?
  • How will the governance review impact oversight of related-party trading activities like those of Hdrive?
  • Could further ASX scrutiny or regulatory action arise from these trading irregularities?