TIDMOEX
RNS Number : 5403M
Oilex Ltd
31 July 2017
31 July 2017
ASX: OEX
AIM: OEX
Revised Securities Trading Policy
Oilex Ltd (the Company) advises that the Board has recently
approved a revised Securities Trading Policy.
In accordance with ASX Listing Rule 12.10, the revised policy is
now lodged with the ASX.
This policy is also available on the Company's website.
For and on behalf of Oilex Ltd
Mark Bolton
Chief Financial Officer & Company Secretary
For further information, please contact:
Investor AIM Broker AIM Nominated Media Enquires Media Enquiries
Enquiries Cornhill Adviser (UK) (Aus)
Oilex Capital Strand Hanson Vigo Communications Citadel-MAGNUS
Ltd Limited Limited Public Relations Michael
Joe Salomon Broker Nominated Patrick Weir
Managing Colin Rowbury Adviser d'Ancona/Chris Email:
Director Email: Rory Murphy/Ritchie McMahon mweir@citadelmagnus.c
Email: colinr@cornhillcapital. Balmer Email: om
oilex@oilex.com.au com Email: patrick.dancona@vigoc Tel: +618
Tel: +61 Tel: +44 oilex@strandhanson.co omms.com 6160 4900
8 9485 20 3700 .uk chris.mcmahon@vigocom Australia
3200 2516 Tel: +44 ms.com
Australia UK 20 7409 Tel: +44 20
3494 7830 9700
UK
SECURITIES TRADING POLICY
1 Introduction
Oilex Ltd ABN 50 078 652 632 (Company) is a public company
incorporated in Australia.
The Company's securities are listed on the Australian Securities
Exchange (ASX) and the Alternative Investment Market operated by
the London Stock Exchange plc (AIM).
2 Purpose
The purpose of this policy is to:
(a) protect the reputation of the Company and its subsidiaries (Oilex Group);
(b) assist you to comply with your obligations under the insider
trading provisions of the Corporations Act (2001) (Cth)
(Corporations Act) and equivalent laws in the United Kingdom,
including the UK Financial Services and Markets Act 2000 and the EU
Market Abuse Regulation (596/2014) MAR;
(c) establish a procedure for trading in, and notifying trading
in, the Company's securities to reduce the risk of insider trading
and/or insider dealing;
(d) comply with the requirements of the Listing Rules of the
ASX, the AIM Rules for Companies; and
(e) ensure that the board of directors of the Company, and
certain employees of the Company and its subsidiaries, do not
abuse, and do not place themselves under suspicion of abusing,
Inside Information and comply with their obligations under MAR.
Schedule 2 sets out additional meanings of capitalised words
used in this policy relating to MAR.
If you do not understand any part of this policy, you should
contact the Company Secretary. It is your responsibility to make
sure that none of your trading breaches the law or this policy.
3 Application
This policy applies to Restricted Persons (you). A Restricted
Person means:
(a) a PDMR (as defined in Schedule 2 below);
(b) any other person who has been told by the Company that the
clearance procedure in paragraph 8 of this policy apply to him or
her;
(c) a person having authority and responsibility for planning,
directing and controlling the activities of the Company or a
subsidiary, directly or indirectly, including any director (whether
executive or otherwise) of the Company or a subsidiary (Key
Management Personnel);
(d) a consultant, contractor or adviser who is likely to be in
possession of unpublished price sensitive information in relation
to the Company and who is on an Insider List maintained by the
Company;
(e) any other Oilex Group employee, consultant, contractor or
adviser designated by the Board or Managing Director from time to
time as being a Restricted Person;
(f) a Connected Person of any of the persons referred to in paragraph (a) to (c) above.
A Connected Person means your spouse or a partner considered to
be equivalent to a spouse in accordance with UK or Australian law,
a dependent child or step-child in accordance with UK or Australian
law, a parent, a relative who has shared the same household for at
least one year on the date of the transaction concerned, an
unlisted body corporate which you are a director of, a trust of
which you are a trustee and of which you or any of the persons
referred to above is a beneficiary or any other person over whom
you have significant influence or control.
You must take all reasonable steps to procure that your
Connected Persons comply with this policy.
All Restricted Persons will be provided with a copy of this
policy. Training or awareness sessions on this policy will be held
from time to time, as required.
An Insider List is to be maintained by the Company of parties
considered to be permanent insiders as well as any transaction
specific insiders involved in material corporate transactions.
Written acknowledgment from insiders on the list confirming that
they understand their obligations as well as circulated the
Securities Trading Policy to Connected Persons.
Company staff dealing with external parties need to ensure that
where the dealings are material, insider trading is included in
confidentiality agreements and that all parties are aware of the
insider trading rules.
4 Securities and trading
This policy applies to securities. Securities are any securities
issued by the Company and include shares, share acquisition rights,
options, debentures (including bonds and notes) and derivatives of
any of the above (Securities).
Under the Corporations Act to "trade" in Securities means,
whether as principal or agent, to apply for, acquire, or dispose of
Securities, or to enter into an agreement to apply, for, acquire,
or dispose of Securities or procure another person to do so. To
"trade" includes the exercise of an option, or the conversion of a
share acquisition right
Under MAR Dealing (together with corresponding terms such as
Deal and Deals) means any type of transaction in Securities,
including purchases, sales, the exercise of options, the receipt of
shares under share plans, using Securities as security for a loan
or other obligation and entering into, amending or terminating any
agreement in relation to Securities (e.g. a Trading Plan).
The meaning of trade or Dealing, Deal or Deals shall be
interchangeable and references to one shall include the meaning of
the other unless the context otherwise requires.
5 Insider trading is prohibited at all times
Insider trading (or insider dealing for the purposes of MAR) is
an offence under both the Corporations Act of Australia and the
MAR. A summary of the insider trading prohibition and the meaning
of inside information as contained in the Corporations Act and
under MAR is set out in the Schedule 1 of this policy. Engaging in
insider trading and/or insider dealing as the case may be, can
subject you to civil and/or criminal liability in both Australia
and the United Kingdom.
If you have Inside Information (as defined in Schedule 1 to this
policy) you must not Deal in Securities. Insider trading and/or
insider dealing are prohibited at all times.
You should also note that the insider trading prohibition under
the Corporations Act is not limited to the Securities, but also
applies to the securities of any other company. Accordingly, if you
possess Inside Information about another company, you must not Deal
in the securities of that other company. This is important because
in the course of your position with the Company, you may obtain
confidential information about another company, for example, in the
course of negotiating a transaction (e.g. a takeover or asset sale)
or as a result of an ongoing business dealing with another company
(e.g. a joint venture participant, a shareholder or a contractor)
that might be Inside Information.
Recommending that another person engage in insider trading, or
inducing another person to engage in insider dealing, arises where
the person possesses inside information and recommends, on the
basis of that information, that another person Deals in Securities.
The use of recommendations or inducements amounts to insider
trading under the Corporations Act, where the person using the
recommendation or inducement knows or ought to know that it is
based upon inside information.
6 Close periods
Restricted Persons must not Deal in Securities:
(a) in the period between financial year end (30 June) and the
beginning of trading on the first trading day after that day on
which the annual results are announced (or, where no such
announcement is released, up to the publication of the Company's
annual financial report), which period before such release (or
publication) will be at least 30 calendar days;
(b) in the period between financial half-year end (31 December)
and the beginning of trading on the first trading day after that
day on which the half-year results are announced, which period
before such release will be at least 30 calendar days;
(c) in the period between quarter end for the quarters ending 31
March and 30 September and the beginning of trading on the first
trading day after that day on which the quarterly results are
announced in respect of those quarters, which periods between
quarter end and such announcements will be at least 30 calendar
days; and
(d) in the period five days prior to the Annual General Meeting.
(Fixed Close Periods), unless the circumstances are exceptional
and the procedure for prior written clearance described in section
8 has been met.
In addition to the above Fixed Close Periods, the Board may
declare the following as Ad Hoc Close Periods:
(a) when the Company is in possession of unpublished price
sensitive information which has not been disclosed because of an
exception to either, or both of, an ASX Listing Rule or AIM Rules
for Companies; and
(b) any other period declared by the Board from time to time.
during which time, Restricted Persons must not Deal in
Securities unless the circumstances are exceptional and the
procedure for prior written clearance in section 8 has been
met.
The Fixed Close Periods and the Ad Hoc Close Periods, together
are the Close Periods.
Please note that even if it is outside a Close Period, you must
not Deal in Securities if you are in possession of Inside
Information.
The Company will generally notify Restricted Persons of Close
Periods by email on or before the start of the relevant Close
Period. However, the Company may not be able to give notice of
periods which are Ad Hoc Close Periods because of (a) or (b) above.
Your obligations under this section 6 are not affected by the
Company giving, or not giving, notice that the Company is in a
Close Period.
PDMRs will not ordinarily be given clearance to Deal in
Securities during any period when there exists any matter which
constitutes Inside Information or during a Close Period.
7 Exceptional circumstances
If you are not in possession of Inside Information, you may
request prior written clearance to Deal in Securities during a
Close Period in accordance with the procedure set out in section 8
in the following exceptional circumstances:
(a) where you are in severe financial hardship; or
(b) where there are other circumstances deemed to be exceptional
by the person granting the prior written clearance.
The determination of whether you are in severe financial
hardship or whether there are other exceptional circumstances can
only be made by the relevant Approving Officer in accordance with
the procedure for obtaining clearance set out in section 8. You may
be in severe financial hardship if you have a pressing financial
commitment that cannot be satisfied otherwise than by selling the
relevant Securities. A circumstance may be considered exceptional
if you are required by a court order or a court enforceable
undertaking to transfer or sell, or accept a transfer of,
Securities or there is some other overriding legal or regulatory
requirement for you to do so. Ultimately, it is a decision to be
made by the relevant Approving Officer, in their sole and absolute
discretion, taking into account advice obtained from the AIM
Regulation team in relation to a dealing by a Restricted
Person.
8 Prior written clearance
A Restricted Person must not Deal in Securities (including in
the exceptional circumstances referred to in section 7) unless
first obtaining prior written clearance from:
Your role Approving Officer
------------------ ------------------
Chairperson The Board
------------------ ------------------
Director & CFO Chairperson
& Legal Counsel
------------------ ------------------
Other KMP/PDMR Managing Director
------------------ ------------------
Any other role Managing Director
with the Company
------------------ ------------------
Applications for clearance to Deal in Securities must be made in
writing and submitted to the Chairperson of the Board of Directors
using the form set out in Schedule 3. If the Chairperson is seeking
permission to Deal, he must submit his application to an
Independent Director (if one is appointed) and if not to any other
Director of the Board (and references to the Chairperson in this
Policy should be construed accordingly where it is the Chairperson
seeking permission to deal). You must not submit an application for
clearance to Deal if you are in possession of Inside Information.
If you become aware that you are or may be in possession of Inside
Information after you submit an application, you must inform the
Chairperson of the Board of Directors as soon as possible and you
must refrain from Dealing (even if you have been given
clearance).
You will receive a written response in person or email to your
application, normally within five business days. The Company will
not normally give you reasons if you are refused permission to
Deal. You must keep any refusal confidential and not discuss it
with any other person. A clearance to Deal can be withdrawn if new
information comes to light or there is a change in circumstances. A
decision to refuse written clearance is final and binding on the
person seeking the clearance. If the clearance to Deal is refused,
the person seeking the clearance must keep that information
confidential and not disclose it to anyone.
If you are given clearance, you must Deal as soon as possible
and in any event within two business days of receiving
clearance.
The Company Secretary will maintain a register of clearances
given in accordance with this section 8, and must report all
clearances given to the Board at its next following meeting.
Different clearance procedures will apply where Dealing is being
carried out by the Company in relation to an employee incentive
plan (e.g. if the Company is making an option or performance right
grant or share award to you, or shares are receivable on vesting
under a long-term incentive plan). You will be notified separately
of any arrangements for clearance if this applies to you.
If you act as the trustee of a trust, you should speak to the
Chairperson of the Board of Directors about your obligations in
respect of any Dealing in Securities carried out by the trustee(s)
of that trust.
You should seek further guidance from Chairperson of the Board
of Directors before transacting in:
(a) units or shares in a collective investment undertaking (e.g.
a UCITS or an Alternative Investment Fund) which holds, or might
hold, Securities; or
(b) financial instruments which provide exposure to a portfolio
of assets which has, or may have, an exposure to Securities.
This is the case even if you do not intend to transact in
Securities by making the relevant investment.
9 Trading approval and notification requirements
9.1 Restricted Persons who are not Key Management Personnel or PDMRs
Subject to compliance with the other requirements in this
policy, Restricted Persons who are not Key Management Personnel
and/or PDMRs are not required to notify the Company before they
Deal in Securities except where the Securities are subject to the
Oilex Employee Performance Rights Plan (or equivalent), in which
case they must:
(a) complete and sign a Securities Trading Form (a copy of which
can be obtained from the Company Secretary) and submit the form to
the Company Secretary and the Chairperson one to three business
days before the date they intend to Deal in those Securities;
and
(b) Deal in the Securities only in accordance with the terms of
issue, including the terms of the Oilex Employee Performance Rights
Plan (or equivalent).
If Securities subject to the Oilex Employee Performance Rights
Plan (or equivalent) expire outside of a Close Period, the
Restricted Persons who are not Key Management Personnel may
simultaneously exercise and sell any Securities subject to
submitting a completed and signed Request for Clearance to Deal in
Oilex Securities (a copy of which can be obtained from the Company
Secretary) one to three business days before the date they intend
to Deal in those Securities.
9.2 Additional provisions for PDMRs
Restricted Persons who are PDMR's, cannot avail themselves of
the minimum financial thresholds for notification permitted by the
Market Abuse Regulations. You must notify the Company and the FCA
in writing of every Notifiable Transaction in Securities conducted
for your account as follows.
(a) Notifications to the Company must be made using the template
in Schedule 4 and sent to Chairperson of the Board of Directors as
soon as practicable and in any event within one to three business
days of the transaction date. You should ensure that your
investment managers (whether discretionary or not) notify you of
any Notifiable Transactions conducted on your behalf promptly so as
to allow you to notify the Company within this time frame
(b) The Chairperson must notify the other members of the Board
and the Company Secretary (or his or her delegate) in writing in
person or by mail or email by using the template in Schedule 4
within one to three business days of the transaction date.
(c) Key Management Personnel who are not also a Director must
notify the Chairperson and the Company Secretary (or his or her
delegate) in writing in person or by mail or email using the
template in Schedule 4 within one to three business days of the
transaction date.
(d) Notifications to the FCA must be made within three business
days of the transaction date. A copy of the notification form is
available on the FCA's website. If you would like, Chairperson of
the Board of Directors (or in the case of the Chairperson, the
Company's legal counsel) can assist you with this notification,
provided that you ask him or her to do so within one business day
of the transaction date.
If you are uncertain as to whether or not a particular
transaction is a Notifiable Transaction, you must obtain guidance
from Chairperson of the Board of Directors.
9.3 PCAs and investment managers
(a) You must provide the Company with a list of your PCAs (as
defined in Schedule 2) and notify the Company of any changes that
need to be made to that list.
(b) You should ask your PCAs not to Deal (whether directly or
through an investment manager) in Securities during Close Periods
and not to deal on considerations of a short-term nature. A sale of
Securities which were acquired less than a year previously will be
considered to be a Dealing of a short-term nature.
(c) Your PCAs are also required to notify the Company and the
FCA in writing, within the time frames given in paragraph 9.2, of
every Notifiable Transaction conducted for their account. You
should inform your PCAs in writing of this requirement and keep a
copy; the Chairperson of the Board of Directors will provide you
with a letter that you can use to do this. If your PCAs would like,
Chairperson of the Board of Directors can assist them with the
notification to the FCA, provided that your PCA asks Chairperson of
the Board of Directors to do so within one business day of the
transaction date. A copy of the form for notifying the FCA is
available on the FCA's website.
(d) You should ask your investment managers (whether or not
discretionary) not to Deal in Securities on your behalf during
Close Periods.
9.4 Subsequent notification requirements
Directors have agreed with the Company to provide details of
changes in Securities they hold (directly or indirectly) to the
Company Secretary as soon as reasonably possible to enable the
Company to comply with its obligations under the ASX Listing Rules
and AIM Rules for Companies, and are referred to the Company's
Director's Disclosure Obligations document and Director's
Declaration of Interest Form contained within the Corporate
Governance Manual in this regard. The form of notice to be used is
set out in Schedule 4
Directors are reminded that it is their obligation under section
205G of the Corporations Act to notify the ASX within 14 days after
any change in a director's interest if the Company has failed to do
so, as well as notifying the FCA within three business days of the
transaction date for any trades executed on AIM.
All Key Management Personnel (including Directors) must also
confirm the details of any trading in Securities by email to the
person to whom the prior notice was required to be given in
accordance with section 9.2 within one business day after the
trade, which confirmation must include:
(a) name;
(b) the name of any person who traded on your behalf;
(c) details of the holder of the interest in the Securities the subject of the trade;
(d) the date of the trade;
(e) the number of Securities subscribed for, acquired or disposed of;
(f) the amount paid or received for the Securities;
(g) the number of Securities held by you (directly or
indirectly) before the and after the trade; and
(h) any other information required for the purposes of
compliance with ASX, AIM and MAR requirements.
10 Trading not subject to this policy
The following trading is excluded from the restrictions outlined
in section 6, but remains subject to the insider trading and/or
insider dealing prohibition summarised in Schedule 1 to this policy
for the purposes of the prohibition against Insider Trading under
the Corporations Act in Australia and the prohibition against
insider dealing under MAR in the UK:
(a) Transfers of Securities held in a superannuation fund or
other savings scheme in which the Restricted Person is a
beneficiary and has no control or influence over the entity
controlling the fund or scheme.
(b) An investment in, or trading units of, a fund or scheme
(other than a scheme only investing in Securities) where the assets
of the fund or scheme are invested at the discretion of a third
party providing the Restricted Person has no control or influence
over the entity controlling the fund or scheme.
(c) Where the Restricted Person is a trustee, trading in the
Securities by the trust provided the Restricted Person is not a
beneficiary of the trust and any decision to trade during a Close
Period is taken by the other trustees or by the investment managers
independently of the Restricted Person.
(d) Undertakings to accept, or the acceptance of, a takeover offer.
(e) Trading under an offer or invitation made to all or most of
the security holders such as a rights issue, a dividend or
distribution reinvestment plan and equal access buy-back, where the
plan that determines the timing and structure of the offer has been
approved by the Board.
(f) Electing to take up entitlements under a rights issue or
other offer or allowing those entitlements to lapse.
(g) Grants, allocations or vesting of shares, rights or awards
under an employee incentive scheme (but not the disposal of the
underlying Security).
11 Long term trading
The Company wishes to encourage Restricted Persons to adopt a
long-term attitude to investment in Securities. Therefore,
Restricted Persons must not engage in short term or speculative
trading of Securities. Any purchase and subsequent disposal, or
disposal and subsequent repurchase of Securities within a period
less than six months is to be considered short term.
12 Restricted transactions
12.1 Hedging transactions
Before entering any transactions or arrangements which operate
to limit the economic risk of your security holding in the Company
you must first obtain prior written clearance from the appropriate
Approving Officer in accordance with the procedure set out in
section 8.
You are prohibited from entering into transactions or
arrangements which limit the economic risk of participating in
unvested entitlements under any equity based remuneration
schemes.
12.2 Margin loans
You must not enter margin loan agreements or other secured
lending arrangements in relation to Securities without first
obtaining prior written clearance from the appropriate Approving
Officer in accordance with the procedure set out in section 8.
12.3 Non-discretionary trading plans
You must not put in place a non-discretionary trading plan in
respect of Securities without first obtaining prior written
clearance from the appropriate Approving Officer in accordance with
the procedure set out in section 8. You must not cancel any such
trading plan during a Prohibited Period, unless the circumstances
are exceptional and the procedure for prior written clearance set
out in section 8 has been met.
12.4 Short selling
You are prohibited from engaging in "short selling" of the
Company's Securities.
13 Consequences of breach
Breach of the insider trading prohibition could expose you to
criminal and civil liability.
Breach of this policy (irrespective of whether the insider
trading prohibition or any other law is breached) will also be
regarded by the Company as serious misconduct which may lead to
disciplinary action and/or dismissal.
This policy does not contain an exhaustive analysis of the
restrictions imposed on, and the very serious legal ramifications
of, insider trading. Restricted Persons who wish to obtain further
information are encouraged to contact the Company Secretary.
14 ASX notification
The Company will give a copy of this policy to ASX for release
to the market. The Company will also give any amended version of
this policy to ASX when it makes a change to: the periods within
which Restricted Persons are prohibited from trading in Securities;
the trading that is excluded from the operation of the policy; or
the exceptional circumstances in which Restricted Persons may be
permitted to trade during a Prohibited Period within five business
days of the amendments taking effect. The Company will also give
this policy to ASX immediately on request by ASX.
15 Review
This policy will be reviewed as required.
Schedule 1
Inside Information shall have the meaning given under the
Corporation Act and/or under MAR as set out below. Each meaning
shall be interchangeable and references to one shall include the
meaning ascribed to the other unless the context otherwise
requires.
What is Inside Information for the purposes of the Corporation
Act?
Inside Information is information of a precise nature which
relates to the Company or any of the Company's Securities that: (a)
is not generally available; and (b) if it were generally available,
a reasonable person would expect it to have a material effect on
the price or value of the securities.
A reasonable person would be taken to expect information to have
a material effect on the price or value of securities if (and 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.
It does not matter how you come to know the Inside Information
(e.g. whether you learn it while carrying out the responsibilities
of your position with the Company, in passing in the corridor, in
the lift or at a social event). For the purpose of the insider
trading provisions of the Corporations Act, "information" is given
a wide meaning and includes matters of supposition and other
matters that are insufficiently definite to warrant being made
known to the public and matters relating to the intentions, or the
likely intentions of a person.
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 Securities are:
(a) a transaction that will lead to a significant change in the
nature or scale of the Company's activities;
(b) a material mineral or hydrocarbon discovery;
(c) a material acquisition or disposal;
(d) the granting or withdrawal of a material licence;
(e) a material claim against the Company;
(f) becoming a plaintiff or defendant in a material law suit;
(g) the fact that the Company's earnings will be materially
different from market expectations;
(h) the appointment of a liquidator, administrator or receiver;
(i) the commission of an event of default under, or other event
entitling a financier to terminate, a material financing
facility;
(j) giving or receiving a notice of intention to make a takeover or merger;
(k) any rating applied by a rating agency to the Company or its
securities and any change to such a rating;
(l) any actual or proposed change to the Company's capital
structure for example, a share issue, including under subscriptions
or over subscriptions to an issue of securities;
(m) an agreement or option to acquire an interest in an oil and
gas exploration or production licence, or to enter a joint venture
or farm-in or farm-out arrangement in relation to an oil and gas
exploration or production licence;
(n) exploration results;
(o) a proposed dividend or change in dividend policy.
1.1 When is information generally available?
Information is generally available if:
(a) it consists of 'readily observable matter';
(b) it 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 securities of a kind whose price or value might be affected by
the information and since it was made known, a reasonable period
for it to be disseminated among such persons has elapsed; or
(c) it consists of deductions, conclusions or inferences made or
drawn from information of the kind referred to in (a) or (b)
above.
1.2 Prohibited conduct under the Corporation Act
In summary, the Corporations Act prohibits three types of
conduct relating to Inside Information:
(a) the direct or indirect acquisition or disposal of securities
using Inside Information;
(b) the procurement of another person to acquire or dispose of
securities using Inside Information; and
(c) communication of Inside Information to another person for
the purpose of the other person acquiring or disposing of
securities.
You must not, whether in your own capacity or as an agent for
another, apply for, acquire or dispose of, or enter into an
agreement to apply for, acquire or dispose of, any securities, or
procure another person to do so if you:
(a) possess Inside Information; and
(b) know or ought reasonably to know, that:
(i) the information is not generally available; and
(ii) if it were generally available, it might have a material
effect on the price or value of the securities or influence a
person's decision to buy or sell the securities.
You also must not either directly or indirectly pass on this
kind of information to another person if they know, or ought
reasonably to know, that this other person is likely to apply for,
acquire or dispose of the securities or procure another person to
do so.
What is Inside Information under MAR?
Insider dealing provisions
It is a criminal offence for an individual who has inside
information to deal in securities whose price would be likely to be
significantly affected by that information if made public.
It is also a criminal offence to disclose inside information
other than in the proper performance of the functions of your
employment or office, as well as to encourage others to deal.
'Inside Information' is information of a precise nature, which
has not been made public, which relates, directly or indirectly, to
the Company (including its subsidiaries) or its securities or
related financial instruments and which, if it were made public,
would be likely to have a significant effect on the price or value
of those securities or related financial instruments.
Information is likely to have a significant effect on price if
it is information that a reasonable investor would be likely to use
as part of the basis of his or her investment decisions.
An individual guilty of insider dealing may be liable to a fine
and/or to imprisonment.
Prohibition under MAR
The market abuse regime under MAR prohibits the following types
of behaviour:
-- Engaging or attempting to engage in insider dealing.
-- Recommending that another person engage in insider dealing or
inducing another person to engage in insider dealing.
-- Unlawfully disclosing inside information.
-- Market manipulation and attempted market manipulation - which
comprises the following activities:
o Entering into a transaction, placing an order to trade or any
other behaviour which gives or is likely to give, false or
misleading signals as to the supply or demand for, or price of, a
financial instrument or secures, or is likely to secure, the price
of one or several financial instruments at an abnormal or
artificial level;
o Entering into a transaction, placing an order to trade or any
other behaviour or activity which employs fictitious devices or any
form of deception; and
o Disseminating information by any means which gives, or is
likely to give, false or misleading signals as to the supply of,
demand for, or price of, a financial Instrument, or is likely to
secure the price of one or several financial instruments at an
abnormal or artificial level, including the dissemination of
rumours where the person who made the dissemination knew, or ought
to have known, that the information was false or misleading.
Market abuse is not a criminal offence and therefore it is not
punishable with imprisonment. However, the Financial Conduct
Authority may impose unlimited financial penalties, publicly
censure a person and/or make an order to compensate or disgorge
profits to affected persons. Injunctions to prevent market abuse
(and to freeze assets) may also be available.
If the abusive behaviour falls within the scope of the insider
dealing provisions of the Criminal Justice Act 1993, it will be a
criminal offence and will be punishable with imprisonment.
Schedule 2
Defined terms
FCA means the UK Financial Conduct Authority.
Investment Programme means a share acquisition scheme relating
only to the Company's shares under which: (A) shares are purchased
by a Restricted Person pursuant to a regular standing order or
direct debit or by regular deduction from the person's salary or
director's fees; or (B) shares are acquired by a Restricted Person
by way of a standing election to re-invest dividends or other
distributions received; or (C) shares are acquired as part payment
of a Restricted Person's remuneration or director's fees.
Notifiable Transaction means any transaction relating to
Securities conducted for the account of a PDMR or PCA, whether the
transaction was conducted by the PDMR or PCA or on his or her
behalf by a third party and regardless of whether or not the PDMR
or PCA had control over the transaction. This captures every
transaction which changes a PDMR's or PCA's holding of Securities,
even if the transaction does not require clearance under this code.
It also includes gifts of Securities, the grant of options or share
awards, the exercise of options or vesting of share awards and
transactions carried out by investment managers or other third
parties on behalf of a PDMR, including where discretion is
exercised by such investment managers or third parties and
including under Trading Plans or Investment Programmes.
PCA means a person closely associated with a PDMR, being:
(a) the spouse or civil partner of a PDMR; or
(b) a PDMR's child or stepchild under the age of 18 years who is
unmarried and does not have a civil partner; or
(c) a relative who has shared the same household as the PDMR for
at least one year on the date of the relevant Dealing; or
(d) a legal person, trust or partnership, the managerial
responsibilities of which are discharged by a PDMR (or by a PCA
referred to in paragraphs (A), (B), or (C) of this definition),
which is directly or indirectly controlled by such a person, which
is set up for the benefit of such a person or which has economic
interests which are substantially equivalent to those of such a
person.
PDMR means a person discharging managerial responsibilities in
respect of the Company, being either:
(a) a director of the Company; or
(b) any other employee who has been told that he or she is a PDMR.
Trading Plan means a written plan entered into by a Restricted
Person and an independent third party that sets out a strategy for
the acquisition and/or disposal of Securities by the Restricted
Person, and:
(a) specifies the amount of Securities to be dealt in and the
price at which and the date on which the Securities are to be dealt
in; or
(b) gives discretion to that independent third party to make
trading decisions about the amount of Securities to be dealt in and
the price at which and the date on which the Securities are to be
dealt in; or
(c) includes a method for determining the amount of Securities
to be dealt in and the price at which and the date on which the
Securities are to be dealt in.
Schedule 3
Request for clearance to deal in Oilex Securities
1 Name and position
2 Details of securities and proposed trade
Nature of trade (e.g. acquisition, disposal,
subscription, option exercise,
settling a contract for difference,
entry into, or amendment or
cancellation of an investment
programme or trading plan)
--------------------- -------------------------------------
Number of Securities
--------------------- -------------------------------------
Class of Securities
--------------------- -------------------------------------
Name of registered
holder
--------------------- -------------------------------------
3 Reason for request
Standard request Yes/No (delete as appropriate)
to trade
----------------- ------------------------------------
Request to trade Yes/No (delete as appropriate)
in exceptional If yes, please provide complete
circumstances details below of the circumstances
which you wish to be considered
as exceptional
----------------- ------------------------------------
4 Declarations
I confirm that I:
(a) have read and understood the Securities Trading Policy and
the proposed trade does not breach that policy or any legal
obligations referred to in the policy;
(b) am not in possession of any inside information in relation to Oilex Ltd;
(c) understand that I cannot trade in the company's securities
until clearance is given, and that any clearance given will be
valid only for the period stated in the clearance;
(d) if I do come into possession of inside information in
relation to Oilex Ltd after receiving a written clearance to trade,
that I must not trade despite having received the clearance;
and
(e) I will provide a copy of the contract note of all
transaction within one business day of each transaction to enable
the Company to adhere to its periodic disclosure notifications.
Signed: _____________________________ Name: ______________________________ Date: ____________
OFFICE USE - Clearance to be completed by Approving Officer
Clearance given
by:
...................................... ...........................................
....................................
Name of Approving Officer Signature of Approving
Officer Date.
-----------------------------------------------------------------------------------------
Clearance valid for ______ business days from
the date of clearance
-----------------------------------------------------------------------------------------
Schedule 4
Notification Template
OILEX LTD
Notification and public disclosure of transactions by persons
discharging managerial responsibilities and persons closely
associated with them
Please send your completed form to the Chairperson of the Board
of Directors, with a copy to the Company's legal counsel. If you
require any assistance in completing this form, please contact the
Company's legal counsel. If the Chairperson is seeking permission
to deal, he must submit this form to an Independent Director (if
one is appointed) and if not to any other Director of the
Board.
1 Details of the person discharging managerial
responsibilities/person closely associated
--- --------------------------------------------------------------
a) Name: [Include first name(s) and
last name(s).]
[If the PCA is a legal person,
state its full name including
legal form as provided for
in the register where it
is incorporated, if applicable.]
--- -------------------------- ----------------------------------
2 Reason for the Notification
--- --------------------------------------------------------------
a) Position/Status: [For PDMRs, state job title
e.g. CEO, CFO.]
[For PCAs, state that the
notification concerns a
PCA and the name and position
of the relevant PDMR.]
--- -------------------------- ----------------------------------
b) Initial notification/ [Please indicate if this
Amendment: is an initial notification
or an amendment to a prior
notification. If this is
an amendment, please explain
the previous error which
this amendment has corrected.]
--- -------------------------- ----------------------------------
3 Details of the issuer, emission allowance
market participant, auction platform, auctioneer
or auction monitor
--- --------------------------------------------------------------
a) Name: OILEX LTD
--- -------------------------- ----------------------------------
b) LEI: 213800S292RJZ97HRR83
--- -------------------------- ----------------------------------
4 Details of the transaction(s): section to
be repeated for (i) each type of instrument;
(ii) each type of transaction; (iii) each
date; and (iv) each place where transactions
have been conducted
--- --------------------------------------------------------------
a) Description of State the nature of the
the financial instrument e.g. a share,
instrument, type a debt instrument, a derivative
of instrument: or a financial instrument
Identification linked to a share or debt
code: instrument.]
--- -------------------------- ----------------------------------
b) Nature of the [Description of the transaction
transaction: type e.g. acquisition, disposal,
subscription, contract for
difference, etc.]
[Please indicate whether
the transaction is linked
to the exercise of a share
option programme.]
[If the transaction was
conducted pursuant to an
investment programme or
a trading plan, please indicate
that fact and provide the
date on which the relevant
investment programme or
trading plan was entered
into.]
--- -------------------------- ----------------------------------
c) Price(s) and Volume(s): Price(s) Volume(s)
--------- ----------
[Where more than one transaction
of the same nature
(purchase, disposal, etc.)
of the same financial instrument
are executed on the same
day and at the same place
of transaction, prices and
volumes of these transactions
should be separately identified
in the table above, using
as many lines as needed.
Do not aggregate or net
off transactions.]
[In each case, please specify
the currency and the metric
for quantity.]
--- -------------------------- ----------------------------------
d) Aggregated Information: [Please aggregate the volumes
- Aggregated Volume of multiple transactions
- Price when these transactions:
- relate to the same financial
instrument; - are of the
same nature;
- are executed on the same
day; and
- are executed at the same
place of transaction.] [Please
state the metric for quantity.]
[Please provide:
- in the case of a single
transaction, the price of
the single transaction;
and
- in the case where the
volumes of multiple transactions
are aggregated, the weighted
average price of the aggregated
transactions.]
[Please state the currency.]
--- -------------------------- ----------------------------------
e) Date of the Transaction: [Date of the particular
day of execution of the
notified transaction, using
the date format: YYYY-MM-DD
and please specify the time
zone.]
--- -------------------------- ----------------------------------
f) Place of the Transaction: [Please name the trading
venue where the transaction
was executed. If the transaction
was not executed on any
trading venue, please state
'outside a trading venue'
in this box.]
--- -------------------------- ----------------------------------
Approved by the Board 26 July 2017
This information is provided by RNS
The company news service from the London Stock Exchange
END
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