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Introduction and purpose
The shares of Talga Resources Ltd (Company) are listed on the Australian Securities Exchange (ASX).
This policy has been developed to comply with the ASX Listing Rules, minimise the risk of insider trading, safeguard the reputation of the Company and its subsidiaries (Group) from adverse perceptions of trading in the Company's securities at certain times and to ensure a proper market for the Company's securities is maintained that supports shareholder and investor confidence.
This policy outlines:
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when directors, senior management and other employees of the Company may deal in Company Securities;
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when directors, senior management and other employees of the Company may deal in securities of another publicly traded entity (because they may obtain inside information about another entity's securities while performing their duties for the Company); and
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procedures to reduce the risk of insider trading.
This policy is for the protection of the Company and each of the persons covered by the policy. If you do not understand any part of this policy or how it applies to you, you should contact the Company Secretary before trading in any securities covered by this policy. Ultimately it is your responsibility to make sure that none of your trading constitutes insider trading.
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Who does this policy apply to?
This policy applies to Restricted Persons. A Restricted Person is a person who is:
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a member of the Key Management Personnel (KMP). KMP are those persons 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;
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an employee of the Group (Employees); and
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a Connected Person of KMP or Employees. A Connected Person means any person over whom the Key Management Personnel or Employee has significant influence or control (including spouses, children, family trusts, family companies and self-‐ managed superannuation).
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What securities are covered by this policy?
This policy applies to dealing in all securities of the Company (Company Securities) and includes shares, debentures, rights, options and any other financial products of the Company traded on any securities exchange.
Securities in other companies.
The insider trading provisions in the Corporations Act also apply to the securities of other companies and entities if you have inside information (see clause 4.2 for a definition of 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.
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Insider trading prohibition
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Prohibited conduct
If a person has inside information (see clause 4.2 for a definition of inside information) about securities and the person knows, or ought reasonably to know, that the information is inside information, it is illegal for the person to:
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deal in the securities;
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procure another person to deal in the securities; or
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give the information to another person (also known as "tipping") who the person knows, or ought reasonably to know, is likely to:
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deal in the securities; or
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procure someone else to deal in the securities.
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What is inside information?
Inside information is information that:
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is not generally available; and
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if it were generally available, a reasonable person would expect it to have a material effect on the price or value of securities.
Information is generally available if it:
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is readily observable;
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has been made known in a manner likely to bring it to the attention of persons who commonly invest in securities of the relevant type and a reasonable period for that information to be disseminated has elapsed since it was made known; or
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consists of deductions, conclusions or inferences made or drawn from information falling under paragraphs 4.2(a) or 4.2(b) above.
A reasonable person would be taken to expect information to have a material effect on the price or value of securities only if the information would, or would be likely to, influence persons who commonly acquire securities in deciding whether or not to acquire or dispose of those securities. In other words, the information must be shown to be material to the investment decision of a reasonable hypothetical investor in the securities.
Examples of information which, if made available to the market, may depending on the circumstances be likely to have a material effect on the price of Company Securities are set out in Appendix 1.
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What is dealing in securities?
Dealing in securities includes:
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applying for, acquiring, or disposing of, securities;
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entering into an agreement to apply for, acquire, or dispose of, securities; and
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granting, accepting, acquiring, disposing, exercising or discharging an option or other right or obligation to acquire or dispose of securities.
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Consequences of insider trading
Insider trading is a criminal offence. It is punishable by substantial fines or imprisonment or both. A company may also be liable if an employee or director engages in insider trading.
Insider trading may also attract civil penalties. A court may impose substantial pecuniary penalties for insider trading and order payment of compensation to persons who suffer loss or damage because of insider trading.
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Black-‐out Periods
In addition to the prohibitions on insider trading set out in the Corporations Act, Restricted Persons must not deal in Company Securities during "Black-‐out Periods" unless the circumstances are exceptional (as set out in clause 6) and the procedure for prior written clearance described in clause 7 has been met.
Black-‐out Periods means:
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5 trading days prior to and 24 hours after the release of the Company's annual financial report;
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5 trading days prior to and 24 hours after the release of the Company's half-‐year financial report;
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5 trading days prior to and 24 hours after the release of the Company's quarterly reports; and
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such other periods as the Company may notify from time to time by written notice without explanation of the reason for imposing the Black-‐out Period.
Please note that even if it is outside a Black-‐out Period, Restricted Persons must not deal in the Company's Securities if they are in possession of Inside Information.
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Exceptional Circumstances
A Restricted Person, who is not in possession of inside information in relation to Company Securities, may be given prior written clearance by the Clearance Officer (see clause 7.1 for definition of Clearance Officer) to deal in the Company Securities during a Black-‐out Period in any of the following exceptional circumstances: