Download 12. Dealing in Tasmines`Securities

TASMANIA MINES LIMITED
ABN 45 009 491 990
Level 33
Aurora Place
88 Phillip Street
Sydney NSW 2000
Australia
Telephone (02) 9251 4244
Facsimile (02) 9247 2322
In reply please refer: 1877
SECURITIES DEALING POLICY
1. BACKGROUND
(a)
This Policy Statement is issued by Tasmania Mines Ltd (“Tasmines”) in
accordance with the requirements of the Australian Stock Exchange
(ASX) Listing Rules 12.9 to 12.12 (inclusive) and Tasmines’ commitment
to good Corporate Governance.
(b)
It prescribes restrictions on dealing in securities, not only by those who
are employed by Tasmines, but also those who are associated with
Tasmines.
This Policy should enhance market confidence in the integrity of
dealings in Tasmines’ shares and any other securities Tasmines may
issue.
If you do not understand any part of this policy, or if you are uncertain or
unclear as to how it applies to you, you should discuss the issue with the
Company Secretary before dealing in any Tasmines’ securities.
While this document is primarily designed to meet ASX requirements, it
also has legal implications under the provisions of the Corporations Act.
(c)
(d)
(e)
2. POLICY
If you have “inside information” which may affect the value of securities, you must
not:-
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(a) Deal in those securities; or
(b) Communicate the information to other person(s).
This prohibition applies regardless of how you learned the inside information. It
applies to:-
Tasmines’ securities; and
Securities of other companies.
3. APPLICATION
This Policy is effective from 1 January 2011 and applies to all Tasmines’:(a) executive and non-executive Directors;
(b) full-time, part-time and casual Employees; and
(c) contractors, consultants and advisors to Tasmines.
The restrictions on dealings by a Director or an Employee of Tasmines are
likewise applicable to any dealings:(a) by their Spouses or De Facto Spouses;
(b) by or on behalf of a dependant under 18 years of age; and
(c) any other dealings in which, for the purposes of the Corporations Act, the
Director or Employee are to be treated as interested.
4. SECURITIES
This policy applies to:(a) Tasmines’ shares;
(b) any other securities which Tasmines may issue from time to time;
(c) derivatives (such as exchange-rated options and warrants) and other
financial products issued by third parties in relation to Tasmines’ shares,
debentures and options; and
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(d) securities of any other company or entity that may be affected by inside
information.
5. DEALING
For the purposes of this Policy, dealing in securities includes:(a)
trading in securities (e.g. subscribing for, buying, selling or entering into
an agreement to do any of those things); and
(b)
advising, procuring or encouraging any other person to trade in
securities.
Communicating information includes passing information on to any other person
including: a family member, friend, associate, colleague, broker, financial
planner, investment advisor, family company or family trust.
6. INSIDER TRADING IS PROHIBITED AT ALL TIMES
In broad terms, insider trading arises where you:(a)
(b)
deal in Tasmines’ securities (or securities of another entity) while you
have inside information; or
communicate inside information to another person knowing (or where
you should reasonably have known) that the other person would, or
would be likely to use that information to deal in, or procure someone
else to deal in, securities.
Individuals who contravene the insider trading provisions of the Corporations Act
are liable to prosecution or a civil penalty action by the Australian Securities and
Investments Commission (ASIC). If you engage in insider trading, you may be
sued by Tasmines or another party in a civil action for any loss suffered as a
result of the insider trading.
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7. INSIDE INFORMATION
Inside information, however obtained, must not be used, where such
information:-
(a) is generally unavailable to people who commonly invest in securities; and
(b) if it was generally available, may influence experienced investors in
deciding whether or not to subscribe for, purchase or sell securities of
Tasmines.
8. SPECULATIVE DEALING
Directors and employees must not engage in short term or speculative dealing in
Tasmines’ securities.
9. PERMITTED DEALING
Dealing in Tasmines’ shares is allowed:(a) other than during a prescribed “blackout period”;
(b) provided that you do not have inside information; and
(c) provided that you are not involved in short term or speculative dealing.
10. BLACKOUT PERIODS
Directors, employees and contractors, consultants and advisers, of Tasmines are
not permitted to deal in Tasmines’ securities during the following “blackout
periods”:Blackout Periods
Commences
First quarter
March)
(to
31 14 days prior to release
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Ends
2 clear
release
days
after
Activity Report
Second quarter (to 30 14 days prior to release
June)
Activity Report
2 clear
release
days
after
Half yearly results (to 30 One month prior to release
June)
2 clear
release
days
after
Third quarter (to 30 Sept)
Activity Report
14 days prior to release
2 clear
release
days
after
31 14 days prior to release
2 clear
release
days
after
Full year results (to 31 One month prior to release 2 clear
Dec)
of preliminary results (or if release
no preliminary release of
results, one month prior to
actual
results
being
released.
days
after
Fourth quarter
Dec)
Activity Report
(to
Annual General Meeting
14 days prior to meeting
Other times
As determined
Directors
by
1 clear day after AGM
the
These Blackout Periods may be changed by the direction of the Board of
Tasmines.
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11. SPECIAL CIRCUMSTANCES
If there are exceptional circumstances, then prior approval for trading during a
“blackout period” may be given to:(a) an employee, by the Managing Director, or if absent, or if no current
incumbent, the Company Secretary, in their discretion;
(b) a Director, by the Chairman, or if absent, the Chairman of the Audit
Committee, in their discretion;
(c) the Chairman of the full Board, by the Chairman of the Audit Committee
or the Directors as a whole, in their discretion.
Any deals for which special approval is given is subject to Insider Trading Rules
and the Prohibition on Speculative Trading in Tasmines’ Securities.
12. DEALING IN TASMINES’SECURITIES
Provided that you are not a Tasmines Director or a Senior Executive, you are not
required to notify Tasmines if you intend to deal, or have dealt in Tasmines’
securities.
If however, you are a Tasmines Director or a Senior Executive:(a) before you deal in Tasmines’ securities, you must first notify the
Company Secretary in writing of your intention to deal. (If you are the
Company Secretary, you must notify the Chairman, or if absent, the
Chairman of the Audit Committee).
(b) if you subsequently deal in those securities, you must confirm the dealing
in writing to the Company Secretary within 3 business days after the
dealing. (If you are the Company Secretary, you must notify the
Chairman, or if absent, the Chairman of the Audit Committee).
(c) The notification must include:-
your name; and if the Securities are being transacted in another
name, that name;
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- the name of any nominee who dealt on your behalf;
- details of your interest in the Tasmines’ securities, the subject of the
dealing;
- the date of the transaction;
- the number of Tasmines’ securities bought or sold;
- the amount paid or received for those securities; and
- the number of Tasmines’ securities held by you (both directly and
indirectly) before and after the dealing.
13. ASX DISCLOSURE OBLIGATIONS
The acquisition or sale of Tasmines’ securities by Directors of Tasmines must be
disclosed to the ASX under Listing Rule 3.19A within 5 business days of the
transaction taking place.
The information described under 12 above must be provided to the Company
Secretary within 3 business days of the transaction to allow the Company
Secretary adequate time for any follow up, completion and release of the
notification to ASIC on the Director’s behalf.
Details of any changes in Directors’ interests in Tasmines’ securities are required
to be recorded in the Register of Directors’ interests and noted in the minutes of
the next Board meeting.
In accordance with the provisions of section 671B of the Corporations Act, when
there is a change in Directors’ or employees’ substantial shareholdings (e.g.
more than 5% of issued share capital) in Tasmines’ securities, they must notify
ASX and Tasmines in the prescribed form within 2 business days of the change.
14. OBLIGATIONS TO TASMINES
If the Securities Dealing Policy applies to you, in addition to the insider trading
and other restrictions in this policy, you also owe a duty of confidentiality to
Tasmines.
You must not reveal any confidential information concerning
Tasmines, use that information in any way that may injure or cause loss to
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Tasmines or use that information to gain an advantage for yourself. Under the
Corporations Act, a breach of these duties may result in:(a) liability for a civil penalty;
(b) criminal liability if recklessness or dishonesty is involved; and/or
(c) liability to compensate Tasmines for any damage it suffers as a result of
the disclosure.
15. COMPULSORY APPLICATION
Strict compliance with this Policy is mandatory for all Tasmines and associated
personnel.
Contravention of the Corporation Law is a serious matter which may result in
criminal or civil liability.
In addition, breaches of this Policy may damage Tasmines’ reputation in the
investment community and undermine confidence in the market for Tasmines’
securities. Accordingly, breaches will be taken very seriously by Tasmines and
will be subject to disciplinary action, including possible termination of a person’s
employment, appointment or other arrangements.
If in doubt, you should communicate with the Secretary of Tasmines. Any
perceived breaches of this Securities Trading Policy will be forwarded to the
Tasmines Audit Committee for appropriate action.
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