AVANCO RESOURCES LIMITED. -
INTRODUCTION
The Company is a listed company on the Australian Securities Exchange (ASX). Consequently, the Company and its consolidated entities (Group) impose certain restrictions with regard to the trading of the Company's securities by its board of directors (Board) and employees.
These guidelines set out the policy on the sale and purchase of securities in the Company. This policy applies to Restricted Persons. A Restricted Person is a person who is:
a person having authority and responsibility for planning, directing and controlling the activities of the Company, directly or indirectly, including any Director (whether executive or otherwise) of the Company (Key Management Personnel); and
a senior employee of the Group (Senior Employee); and
a key or senior contractor or consultant who at the time is engaged by or providing services to the Group (Key Consultant or Key Contractor); and
a Connected Person of Key Management Personnel/Senior Employees/Key Consultants or Key Contractors.
A Connected Person means a spouse or partner, child or step-child under 18 -
*years, a parent, an unlisted body corporate which the Key Management Personnel, Senior Employee or Key Consultant or Key Contractor controls or is director of, a trust of which the Key Management Personnel, Senior Employee or Key Consultant or Key Contractor is a trustee and of which he or she or any of the persons referred to above is a beneficiary or any other person over whom the Key Management Personnel, Senior Employee or Key Consultant or Key Contractor has significant influence or control. Where this policy requires a Restricted Person to do an act or thing, the relevant Restricted Person must do that act or thing in respect of the Connected Person. Restricted Persons are encouraged to be long-term holders of Company 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 Restricted Persons to avoid conduct known as 'insider trading'. In some respects, the Company's policy extends beyond the strict requirements of the Corporations Act.
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SECURITIES COVERED BY THIS POLICY?
This policy applies to trading in all securities issued by the Company, and includes the following types of securities:
shares, share acquisition rights and options;
debentures (including bonds and notes);
derivatives of any of the above (including equity swaps, futures, hedges and exchange-traded or over-the-counter options) whether settled by cash or otherwise,
(Company Securities)
The insider trading provisions in the Corporations Act also apply to the securities of other companies and entities if you have inside information about that company or entity. These other companies and entities may include suppliers or customers of the Group; joint venture partners; or companies that the Company or another member of the Group has entered (or is planning to enter) into a transaction with, for example a takeover or asset sale or purchase.
- WHAT IS INSIDER TRADING?
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Prohibition
Conduct which constitutes insider trading or insider dealing is a criminal offence. It may also result in civil liability. In broad terms, a person will be guilty of insider trading if:
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 (ie, information that is 'price sensitive')(Inside Information); and
that person:
directly or indirectly buys or sells Company Securities for their own account or for the account of a third party; or
recommends on the basis of the Inside Information that another person deals in Company Securities or induces that person to deal, or cancels or amends an order concerning Company Securities or induces that person to so cancel or amend; or
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 Company Securities.
A person will also be guilty of insider trading or insider dealing if they use a recommendation or inducement (as set out in paragraph (b)(iii) above) and they know or ought to know that such recommendation or inducement is based on Inside Information.
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Generally Available Information
Information is "generally available" if it:
consists of a readily observable matter;
has been made known in a manner that would, or would be likely to, bring it to the attention of persons who commonly invest in any classes of securities issued by the Company and, since it was made known, a reasonable period for it to be disseminated among those persons has elapsed. That is, information will be "generally available" if it has been released to the ASX or published in an annual report or prospectus or similar document and a reasonable period of time has elapsed after the information has been disseminated in one of these ways or:
consists of deductions, conclusions or inferences made or drawn from information referred to in clause 3.2 (a) of this policy or information made known as mentioned in clause 3.2 (b) of this policy, or both.
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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 affect materially the price of Company Securities:
the Company considering a major acquisition or disposal of assets;
the threat of major litigation against the Company;
the Company's sales and profit results materially exceeding (or falling short of) the market's expectations;
a material change in debt, liquidity or cash flow;
the granting (or loss) or a major contract;
management or business restructuring proposal;
a share issue proposal;
an event which could have a material impact (either positively or negatively) on production or profits (for example, disconnection or shut- in of production, a significant safety or environmental incident);
giving or receiving a notice of intention to make a takeover;
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
significant discoveries, exploration results, or changes in reserve/resource estimates or production figures from mining tenements in which the Company has an interest.
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Dealing through third parties
The prohibition extends to dealings by Key Management Personnel, Senior Employees, Key Consultants or Key Contractors through nominees, agents or other Connected Persons.
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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.
- Option exercises
The prohibition does not apply to acquisitions of shares or options by Key Management Personnel, a Senior Employee or Key Consultant or Key Contractor 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
Avanco Resources Limited published this content on 20 March 2017 and is solely responsible for the information contained herein.
Distributed by Public, unedited and unaltered, on 20 March 2017 01:01:10 UTC.
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