Securities Trading Policy
This Securities Trading Policy explains the Company’s rules on trading in securities of the Company.
The purpose of this policy is to prevent the unlawful act of “insider trading” by providing a basic explanation of insider trading and the Company’s procedures to prevent its occurrence.
This policy applies to all Directors, key management personnel, all other employees, full and part time contractors, consultants and other advisors (hereinafter singularly or jointly referred to as “Affected Parties”).
2.1 Prohibition on insider trading
If an Affected Party has ‘price sensitive’ information relating to the Company which is not ’generally available‘ it is unlawful to:
- buy, sell or in any way deal (herein referred to as trading) in their ‘personal capacity’ in Company securities (which includes shares, options, warrants and any other derivatives);
- advise, or in any way encourage another person to trade Company securities; or
- relay information to another person who they know or might reasonably know that the person will use the information to trade Company securities.
Any of the above acts are termed ‘insider trading’ and if an Affected Party is found guilty of the criminal offence of insider trading, they may be subject to significant fines and/or imprisonment.
2.1.1 Personal capacity
An Affected Party is deemed to be acting in a ‘personal capacity’ where the person, or his or her spouse or financial dependents, may exercise control (or substantially influence) either directly, or indirectly through a Company, trust or personal superannuation fund, the placing of orders in the Company’s securities.
An Affected Party will generally not be deemed to be acting in their ‘personal capacity’ where securities are held and managed with full discretionary control by professional third party fund managers (this and other exclusions to this Policy are detailed in Section 2.4.4).
2.2 Definition of price sensitive information
Price sensitive information is information about the Company that is not ‘generally available’, that if it were publicly known may be likely to have a material effect on the price of the Company’s securities; or influence persons in deciding whether to trade in the Company’s securities.
Examples of price sensitive information may include such items as:
- merger and takeover discussions;
- exploration results;
- a change in the forecast or expected production rate;
- a change in the forecast or expected financial result;
- the acquisition or disposal of an interest in a major project;
- the threat of major litigation;
- a recommendation or declaration of a dividend or distribution;
- changes in key members of staff, etc.
2.3. Generally available information.
Information is generally available if:
- it consists of readily observable matter; or
- it has been disseminated in a manner that would bring it to the attention of a typical investor in the Company, and that a reasonable period has elapsed for the information to be distributed among such persons; or
- it consists of deductions, conclusions or inferences made or drawn from the above.
It can be assumed that any information contained on the Company’s website, or in ASX releases, can be classified as ‘generally available’ information one full trading day after the release of such information to ASX.
2.4. Trading in Company securities
2.4.1 General rule
As a general overriding rule, Affected Parties must not trade in Company securities in their personal capacity when they are in possession of price sensitive information which is not generally available.
2.4.2 Closed periods
In addition to the general rule defined in 2.4.1, Affected Parties are not permitted to trade in the Company’s securities, unless prior approval has been obtained in accordance with section 2.4.5, during the following closed periods (also known as blackout periods):
- One calendar month immediately before, and one full trading day immediately post, the release of the Company’s half year and full year financial results;
- Two weeks immediately before, and one full trading day immediately post, the release of the Company’s quarterly activities reports (which are typically released towards the end of January, April, July and October in each year); and
- one full trading day immediately post the release of any price sensitive market release lodged with ASX; and
- Any other period determined by the Board from time to time to be a closed period.
2.4.3 Securities trading authorisation
An Affected Party must seek written authorisation prior to trading at all times. Such requests will be rejected during closed periods, subject to section 2.4.5, or when the Affected Party is privy to inside information. The request to trade must be authorised by the following designated officer:
- the Chairman of the Board, in respect of any other Director;
- the Chairman of the Audit & Risk Management Committee, in respect of the Chairman of the Board;
- the Managing Director & CEO, in respect of the Chief Financial Officer & Company Secretary;
- The Chief Financial Officer & Company Secretary or Managing Director & CEO, in respect of all other Affected Parties.
The Share Trade Authorisation Form in Annexure “A” must be completed and submitted to the designated officer for approval before trading can commence.
Directors should also note that ASX Listing Rules require the Company to notify ASX of any dealings by Directors in the Company’s securities within 5 business days of such dealing taking place and Directors must therefore advise the Company Secretary when any trading has occurred.
2.4.4 Excluded trading
The following dealings are excluded from the operation of this Policy:
- dealings that do not result in a change to the beneficial interest in the securities, including, but not limited to transfers of the Company’s securities already held by an Affected Party into a superannuation fund or other saving scheme in which the Affected Party is a beneficiary;
- where trading occurs via investments in a scheme or other arrangement where the investment decisions are exercised by a third party, where the Affected Party has no control or influence with respect to trading decisions,
- undertakings to accept, or the acceptance of, a takeover offer;
- trading under an offer or invitation made to all or most of the security holders, such as, a rights issue, a security purchase plan, a dividend reinvestment plan and an equal access buy-back, where the plan that determines the timing and structure of the offer has been approved by the Board. This includes decisions relating to whether or not to take up the entitlements and the sale of entitlements required to provide for the take up of the balance of entitlements under a renounceable pro rata issue;
- subject to section 3.3, a disposal of the Company’s securities that is the result of a secured lender exercising their rights, for example, under a margin lending arrangement;
- the granting of share rights, granting of options, exercise of options or conversion of share rights into ordinary shares (but not the sale of securities following exercise or grant), under an employee incentive scheme that has been approved by the Board, and if required under ASX Listing Rules, approved by shareholders.
2.4.5 Clearance to trade in exceptional circumstances
An Affected Party may be allowed to trade securities in breach of this policy only in Exceptional Circumstances. An Affected Party must make a prior written request to trade under this exception by writing (including via email) to the designated officer (see 2.4.3) confirming;
- that the Affected Party is not privy to any inside information; and
- provide sufficient evidence that the sale or disposal of the relevant Company Securities is the most reasonable course of action available in the circumstances.
The designated officer has full discretion (to be exercised with due caution) to decide whether Exceptional Circumstances exist, and whether clearance for the trade should be allowed.
Exceptional Circumstances include but are not limited to the following situations:
- Severe financial hardship where the Affected Person has a pressing financial commitment that cannot be satisfied otherwise than by trading in Company securities.
- The Staff member is required by a court order, or there are court enforceable undertakings, for example, in a bona fide family settlement, to transfer or sell the securities of the entity or
there is some other overriding legal or regulatory requirement for him or her to do so.
Where clearance to trade is provided pursuant to this clause, it will be provided in writing, including by email. The Affected Party must not trade until clearance has been received.
3. Derivatives and margin loans
Affected Parties are prohibited from trading during closed periods in financial products issued or created over or in respect of the Company’s securities.
3.2 Unvested securities
Affected Parties must not engage in hedging arrangements over unvested securities issued pursuant to any employee incentive scheme.
3.3 Vested securities
In relation to vested securities, these may only be hedged once they are exercised into fully paid shares and only under the following conditions:
- The details of the hedge are fully disclosed to ASX (if and as appropriate);
- The hedge transaction is treated as a securities trade in accordance with this Policy;
- All holding locks have been removed from the relevant vested securities.
3.4 Margin loans
Affected Parties who are participants in the Company’s Long Term Incentive Plan are prohibited from entering into financial arrangements such as margin loans, stock lending or any other arrangements involving Company securities where the lender or other third party is granted a right to sell, or compel the sale of all or part of the Affected Party’s security holding.
4. Notification by Directors
A Director is required to notify the Company Secretary if there is any change in the Director's relevant interest in securities of the Company or a related body corporate of the Company.
The Director must notify the Company Secretary in writing of the required information for the Company Secretary to make the necessary notifications to ASIC and ASX of the change as required by the Corporations Act and the ASX Listing Rules. The Director must provide the Company Secretary with the written notification as soon as possible after the change occurs and, in any event, to allow the Company Secretary to make the necessary notifications within 5 business days after the change occurs.
5. Breach of this Policy
Compliance with this Securities Trading policy is a condition of employment. Should this be breached by an Affected Party, disciplinary action will be taken which may include termination of employment.