Securities Trading Policy
Download the PDFPreparing the document viewer…
Read the announcement as text
AUSNET FINANCIAL SERVICES LIMITED
ACN 118 913 232
(Company)
SECURITIES TRADING POLICY
KEY MANAGEMENT PERSONNEL
AUSNET FINANCIAL SERVICES LIMITED
TRADING POLICY
1. INTRODUCTION
These guidelines set out the policy on the sale and purchase of securities in
Ausnet Financial Services Limited (ACN 118 913 232) (Company) by its Key
Management Personnel.
Key Management Personnel are those persons having authority and
responsibility for planning, directing and controlling the activities of the entity,
directly or indirectly, including any Director (whether executive or otherwise) of
that entity.
The Company has determined that its Key Management Personnel are its
Directors and the direct reports of the Company’s Managing Director.
Directors and Key Management Personnel are encouraged to be long-term
holders of the Company’s securities. However, it is important that care is taken
in the timing of any purchase or sale of such securities.
The purpose of these guidelines is to assist Directors and Key Management
Personnel to avoid conduct known as ‘insider trading’. In some respects, the
Company’s policy extends beyond the strict requirements of the Corporations
Act 2001 (Cth).
2. WHAT TYPES OF TRANSACTIONS ARE COVERED BY THIS POLICY?
This policy applies to both the sale and purchase of any securities of the
Company and its subsidiaries on issue from time to time.
3. WHAT IS INSIDER TRADING?
3.1 Prohibition
Insider trading is a criminal offence. It may also result in civil liability. In broad
terms, a person will be guilty of insider trading if:
(a) that person possesses information which is not generally available to the
market and, if it were generally available to the market, would be likely
to have a material effect on the price or value of the Company’s
securities (i.e., information that is ‘price sensitive’); and
(b) that person:
(i) buys or sells securities in the Company; or
(ii) procures someone else to buy or sell securities in the Company;
or
(iii) passes on that information to a third party where that person
knows, or ought reasonably to know, that the third party would
be likely to buy or sell the securities or procure someone else to
buy or sell the securities of the Company.
1
3.2 Examples
To illustrate the prohibition described above, the following are possible examples
of price sensitive information which, if made available to the market, may be
likely to materially affect the price of the Company’s securities:
(a) the Company considering a major acquisition;
(b) the threat of major litigation against the Company;
(c) the Company’s revenue and profit or loss results materially exceeding
(or falling short of) the market’s expectations;
(d) a material change in debt, liquidity or cash flow;
(e) a significant new development proposal (e.g. new product or
technology);
(f) the grant or loss or a major contract;
(g) a management or business restructuring proposal;
(h) a share issue proposal;
(i) an agreement or option to acquire an interest in a mining tenement, or
to enter into a joint venture or farm-in or farm-out arrangement in
relation to a mining tenement; and
(j) significant discoveries, exploration results, or changes in
reserve/resource estimates from mining tenements in which the
Company has an interest.
3.3 Dealing through third parties
The insider trading prohibition extends to dealings by individuals through
nominees, agents or other associates, such as family members, family trusts and
family companies (referred to as “Associates” in these guidelines).
3.4 Information however obtained
It does not matter how or where the person obtains the information – it does not
have to be obtained from the Company to constitute inside information.
3.5 Employee share schemes
The prohibition does not apply to acquisitions of shares or options by employees
made under employee share or option schemes, nor does it apply to the
acquisition of shares as a result of the exercise of options under an employee
option scheme. However, the prohibition does apply to the sale of shares
acquired under an employee share scheme and also to the sale of shares
acquired following the exercise of an option granted under an employee option
scheme.
2
4. GUIDELINES FOR TRADING IN THE COMPANY’S SECURITIES
4.1 General rule
Directors or Key Management Personnel must not, except in exceptional
circumstances deal in securities of the Company during the following periods:
(a) In the seven (7) days prior to, and two (2) days after the release of the
Company’s Annual Financial Report;
(b) In the seven (7) days prior to, and two (2) days after the release of the
Consolidated Interim Financial Report of the Company; and
(c) In the seven (7) days prior to, and two (2) days after the release of the
Company’s quarterly reports (together the Block Out Period).
The Company may at its discretion vary this rule in relation to a particular Block
Out Period by general announcement to all Directors or Key Management
Personnel either before or during the Block Out Period. However, if a Director or
Key Management Personnel of the Company is in possession of price sensitive
information which is not generally available to the market, then he or she must
not deal in the Company’s securities at any time.
4.2 No short-term trading in the Company’s securities
Directors or Key Management Personnel should never engage in short-term
trading of the Company’s securities except for the exercise of options where the
shares will be sold shortly thereafter.
4.3 Securities in other companies
Buying and selling securities of other companies with which the Company may
be dealing is prohibited where an individual possesses information which is not
generally available to the market and is ‘price sensitive’. For example, where an
individual is aware that the Company is about to sign a major agreement with
another company, they should not buy securities in either the Company or the
other company.
4.4 Exceptions
(a) Directors or Key Management Personnel may at any time:
(i) acquire ordinary shares in the Company by conversion of
securities giving a right of conversion to ordinary shares;
(ii) acquire Company securities under a bonus issue made to all
holders of securities of the same class;
(iii) acquire Company securities under a dividend reinvestment, or
top-up plan that is available to all holders or securities of the
same class;
(iv) acquire, or agree to acquire or exercise options under a
Company Share Option Plan;
(v) withdraw ordinary shares in the Company held on behalf of the
a Director or Key Management Personnel in an employee share
plan where the withdrawal is permitted by the rules of that plan;
3
(vi) acquire ordinary shares in the Company as a result of the
exercise of options held under an employee option scheme;
(vii) transfer securities of the Company already held into a
superannuation fund or other saving scheme in which the
restricted person is a beneficiary;
(viii) make an investment in, or trade in units of, a fund or other
scheme (other than a scheme only investing in the securities of
the Company) where the assets of the fund or other scheme
are invested at the discretion of a third party;
(ix) where a restricted person is a trustee, trade in the securities of
the Company by that trust, provided the restricted person is not
a beneficiary of the trust and any decision to trade during a
prohibited period is taken by the other trustees or by the
investment managers independently of the restricted person;
(x) undertake to accept, or accept, a takeover offer;
(xi) trade 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 or distribution 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;
(xii) dispose of securities of the Company resulting from a secured
lender exercising their rights, for example, under a margin
lending arrangement;
(xiii) exercise (but not sell securities following exercise) an option or a
right under an employee incentive scheme, or convert a
convertible security, where the final date for the exercise of the
option or right, or the conversion of the security, falls during a
prohibited period or the Company has had a number of
consecutive prohibited periods and the restricted person could
not reasonably have been expected to exercise it at a time
when free to do so; or
(xiv) trade under a non-discretionary trading plan for which prior
written clearance has been provided in accordance with
procedures set out in this Policy.
(b) In respect of any share or option plans adopted by the Company, it
should be noted that it is not permissible to provide the exercise price of
options by selling the shares acquired on the exercise of these options
unless the sale of those shares occurs outside the periods specified in
paragraph 4.1.
Were this is to occur at a time when the person possessed inside information,
then the sale of Company securities would be a breach of insider trading laws,
even though the person’s decision to sell was not influenced by the inside
information that the person possessed and the person may not have made a
profit on the sale. Where Company securities are provided to a lender as
4
security by way of mortgage or charge, a sale that occurs under that mortgage
or charge as a consequence of default would not breach insider trading laws.
4.5 Notification of periods when Directors or Key Management Personnel are not
permitted to trade
The Company Secretary will endeavour to notify all Directors or Key
Management Personnel of the times when they are not permitted to buy or sell
the Company’s securities as set out in paragraph 4.1.
5. APPROVAL AND NOTIFICATION REQUIREMENTS
5.1 Approval requirements – Directors
(a) Any Director wishing to buy, sell or exercise rights in relation to the
Company’s securities must obtain the prior written approval of the
Chairman or the Board before doing so.
(b) If the Chairman wishes to buy, sell or exercise rights in relation to the
Company’s securities, the Chairman must obtain the prior approval of
the Board before doing so.
5.2 Approval requirements – Key Management Personnel
Any Key Management Personnel wishing to buy, sell or exercise rights in relation
to the Company’s securities must obtain the prior written approval of the
Managing Director before doing so.
5.3 Approvals to buy or sell securities
(a) All requests to buy or sell securities as referred to in clauses 5.1 and 5.2
above must include the intended volume of securities to be purchased
or sold and an estimated time frame for the sale or purchase.
(b) Copies of written approvals must be forwarded to the Company
Secretary prior to the approved purchase or sale transaction.
5.4 Notification
Subsequent to approval obtained in accordance with clauses 5.1 and 5.2, any
Directors or Key Management Personnel who (or through his or her Associates)
buys, sells, or exercises rights in relation to Company securities must notify the
Company Secretary in writing of the details of the transaction within five (5)
business days of the transaction occurring. This notification obligation operates
at all times but does not apply to acquisitions of shares or options by employees
made under employee share or option schemes, nor does it apply to the
acquisition of shares as a result of the exercise of options under an employee
option scheme.
5.5 Directors or Key Management Personnel sales of securities
Directors or Key Management Personnel need to be mindful of the market
perception associated with any sale of Company securities and possibly the
ability of the market to absorb the volume of shares being sold. With this in mind,
the management of the sale of any significant volume of Company securities
(i.e. a volume that would represent a volume in excess of 10% of the total
securities held by the seller prior to the sale, or a volume to be sold that would
be in excess of 10% of the average daily traded volume of the shares of the
5
Company on the ASX for the preceding 20 trading days) by a Director, the
Managing Director or Key Management Personnel needs to be discussed with
the board and the Company’s legal advisers prior to the execution of any sale.
These discussions need to be documented in the form of a file note, to be
retained by the Company Secretary.
5.6 Exemption from Block Out Period restrictions due to exceptional circumstance
Directors or Key Management Personnel who are not in possession of inside
information in relation to the Company, may be given prior written clearance by
the Managing Director (or in the case of a Director the Chairman, or in the case
of the Chairman all of the other members of the board) to sell or otherwise
dispose of Company securities in a Block-Out Period where the person is in
severe financial hardship or where there are exceptional circumstances as set
out in this policy.
5.7 Severe financial hardship or exceptional circumstances
The determination of whether Directors or Key Management Personnel are in
severe financial hardship will be made by the Managing Director in the case of
Key Management Personnel, the Chairman in the case of a Director, and all of
the board in the case of the Chairman.
A financial hardship or exceptional circumstances determination can only be
made by examining all of the facts and if necessary obtaining independent
verification of the facts from banks, accountants or other like institutions.
5.8 Financial hardship
Directors or Key Management Personnel may be in severe financial hardship if
they have a pressing financial commitment that cannot be satisfied other than
by selling the securities of the Company.
In the interests of an expedient and informed determination by the Managing
Director, Chairman or board of Directors, any application for an exemption
allowing the sale of Company securities in a Block Out Period based on financial
hardship must be made in writing stating all of the facts and be accompanied
by copies of relevant supporting documentation, including contact details of
the person’s accountant, bank and other such independent institutions (where
applicable).
Any exemption, if issued, will be in writing and shall contain a specified time
period during which the sale of securities can be made.
5.9 Exceptional circumstances
Exceptional circumstances may apply to the disposal of Company securities by
a Director or Key Management Personnel if the person is required by a court
order, a court enforceable undertaking for example in a bona fide family
settlement, to transfer or sell securities of the Company, or there is some other
overriding legal or regulatory requirement to do so.
Any application for an exemption allowing the sale of Company securities in a
Block Out Period based on exceptional circumstances must be made in writing
and be accompanied by relevant court and/or supporting legal
documentation (where applicable).
6
Any exemption, if issued, will be in writing and shall contain a specified time
period during which the sale of securities can be made.
6. ASX NOTIFICATION FOR DIRECTORS
The ASX Listing Rules require the Company to notify the ASX within 5 business
days after any dealing in securities of the Company (either personally or through
an Associate) which results in a change in the relevant interests of a Director in
the securities of the Company. The Company has made arrangements with
each Director to ensure that the Director promptly discloses to the Company
Secretary all the information required by the ASX.
7. EFFECT OF COMPLIANCE WITH THIS POLICY
Compliance with these guidelines for trading in the Company’s securities does
not absolve that individual from complying with the law, which must be the
overriding consideration when trading in the Company’s securities.
7