TIDMWLFE
RNS Number : 0498W
Wolf Minerals Limited
06 February 2017
6 February 2017
Wolf Minerals Limited
Revised Securities Dealing Policy
The Board of specialty metals producer Wolf Minerals Limited
(ASX:WLF, AIM:WLFE) (Wolf or the Company) has recently approved a
revised Securities Dealing Policy.
The revised policy is shown below. A copy is also available on
the Company's website at:
http://www.wolfminerals.com.au/irm/content/policies.aspx?RID=321
SECURITIES DEALING POLICY
1. INTRODUCTION
This document sets out Wolf Minerals Limited's ("Wolf" or the
"Company") Policy on the sale and purchase and other transactions
pertaining to its securities by Restricted Persons (each as defined
below).
The purpose of this Policy is to:
-- impose closed trading periods at various times during the
year, particularly in periods leading up to an announcement of
results, during which trading of the Company's securities by
Restricted Persons is prohibited;
-- set out procedures to reduce the risk of insider trading and Market Abuse.
A basic explanation on insider trading is provided together with
the steps taken by the Company to prevent the practice,
including:
-- a description of what conduct may constitute insider trading;
-- the fixed periods that Restricted Persons are prohibited from
trading in the Company's securities; and
-- the steps to take when buying or selling securities in the Company.
For the purposes of this Policy:
'Closed Period" means those periods as detailed in Section 2 of
this Policy where Restricted Persons cannot deal in securities or
in financial products issued or created over or in respect of the
Company's securities.
"'FCA' means the UK Financial Conduct Authority.
'Inside Information' means information of a precise nature which
relates to the Company or any Company Securities, which is not
publicly available, which is likely to have a material or
significant effect on the price of Company Securities and which a
reasonable investor would be likely to use as part of the basis of
his or her investment decision.
"Key Management Personnel" ("KMP") has the meaning given in the
Australian Corporations Act, being those persons having authority
and responsibility for planning, directing and controlling the
activities of Wolf Minerals Limited, directly or indirectly,
including any director (whether executive or otherwise) of the
Company. Wolf has determined that, in addition to the Wolf
directors, the Managing Director and the Chief Financial Officer
will constitute the Group's KMP;
Market Abuse means where a person possesses inside information
and uses that information by acquiring or disposing of, directly or
indirectly, financial instruments to which that information
relates, including:
a) Unlawful disclosure of inside information; or
b) Market manipulation which includes
-- manipulating transactions / devices;
-- placing an order or entering a transaction which is likely to
affect the price of a financial instrument employing any form of
deception or contrivance;
-- disseminating information through the media which is likely
to give a false or misleading signal;
-- knowingly transmitting false or misleading information to manipulate a benchmark; or
-- cancelling or amending an existing order placed before the
person concerned possessed inside information
"Persons Closely Associated" ("PCA") means a:
-- Spouse, or a partner considered to be equivalent to a spouse
in accordance with UK or Australian law;
-- Dependent child, in accordance with UK or Australian law;
-- Relative who has shared the same household for at least one
year on the date of the transaction concerned;
-- Legal person, trust or partnership, the managerial
responsibilities of which are discharged by a PDMR or by a person
referred to in any of the bullet points above, which is directly or
indirectly controlled by such a person, which is set up for the
benefit of such a person, or the economic interests of which are
substantially equivalent to those of such a person.
"Persons Discharging Managerial Responsibilities" ("PDMR") means
a director of Wolf Minerals Limited or its subsidiary companies and
its Key Management Personnel. These people have regular access to
inside information relating directly or indirectly to the Company
and have the power to take managerial decisions affecting the
future developments and business prospects of the Company.
"Restricted Persons" means:
a) any person who acts as a director of the Company or of a
subsidiary or parent undertaking of the Company (whether or not
officially appointed to such position);
b) Persons Discharging Managerial Responsibilities and Persons
Closely Associated with them as well as Key Management Personnel of
the Company or of a subsidiary or parent undertaking of the
Company;
c) an employee of the Company or a subsidiary or parent
undertaking of the Company who is likely to be in possession of
unpublished price sensitive information in relation to the Company
because of his or her employment in the Company or its subsidiary
or parent undertaking, irrespective of his or her legal or
beneficial interest (direct or indirect) in the Company's
securities.;
d) a contractor of the Company or a subsidiary or parent
undertaking of the Company who is likely to be in possession of
unpublished price sensitive information in relation to the Company
because of his or her engagement with the Company or its subsidiary
or parent undertaking and who is on an insider list maintained by
the Company; or
e) any other person who has been told by the Company that the clearance procedures apply to them.
"RNS" means a service for the distribution of the Company
announcements that is approved by the London Stock Exchange plc or
Australian Securities Exchange.
2. Guidelines for DEALING in the Company's Securities
Restricted Persons can deal in securities of the Company in the
following circumstances:
a) they have satisfied themselves that they are not in
possession of any price sensitive information that is not generally
available to the public; and they
b) have sought clearance to trade in accordance with Section 3
and been granted clearance to do so by the Company Secretary in
accordance with Section 3 of this Policy.
No Hedging - Equity Based Remuneration Schemes
Restricted Persons are not permitted to enter into hedging
transactions or arrangements that would have the effect of limiting
their exposure to the economic risk of participating in Company
equity based remuneration schemes.
Restricted Persons must not engage in hedging arrangements over
unvested entitlements such as unvested options or performance
rights issued pursuant to any Wolf share scheme, Performance Rights
Plan or Option Plan.
Vested securities issued pursuant to any Wolf share scheme,
Performance Rights Plan or Option Plan may only be hedged once they
are exercised into shareholdings and only under the following
conditions:
-- The details of the hedge are fully disclosed (to the ASX and
in the Annual Report, as appropriate);
-- The hedge transaction is treated as a sale or purchase of
shares and the relevant notifications must be made in accordance
with this Policy; and
-- All holding locks have been removed from the relevant vested securities.
Closed Periods
Restricted Persons cannot deal in securities or in financial
products issued or created over or in respect of the Company's
securities in the following periods:
a) within the period of one month prior to the release of annual
results (or the period from the end of the relevant financial year
to the date of publication, if shorter);
b) within the period of one month prior to the release of half
yearly results (or the period from the end of the relevant half
year to the date of publication, if shorter);
c) within the period of one month prior to the release of
quarterly results (or the period from the end of the relevant
quarter to the date of publication, if shorter);
d) within the period of 5 days prior to the Annual General Meeting; and
e) if there is 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.
A Closed Period may not apply to any issue of securities by the
Company pursuant to a prospectus or like disclosure under the
Corporations Law. Such disapplication will be subject to
confirmation by the Chairman.
A Closed Period will not apply to the issue of securities
pursuant to any Company employee incentive scheme, employee share
or option plan, or Director share or option plan including the Wolf
Directors' Share Plan where the quantum and price of the issue of
such securities has been contractually defined outside of the
commencement of the Closed Period in which the issue will
occur.
Restricted Persons must not at any time engage in short-term
trading in securities of the Company.
Restricted Persons must not communicate price sensitive
information to a person who may deal in securities of the
Company.
In addition, Restricted Persons must prohibit and must not
recommend or otherwise suggest to any person the buying or selling
of securities in the Company during a Closed Period or at a time
when the relevant Restricted Person is in possession of unpublished
price sensitive information in relation to those securities and
would be prohibited from dealing under this Policy.
Beneficial changes in ownership are not permitted in a Closed
Period by Restricted Persons.
3. Company's Securities Dealing clearance Process
Unless otherwise specified in this Policy any Restricted Person
must not deal or transact in the Company's securities without first
following the procedure in Section 3 of this Policy and receiving
confirmation from the Company Secretary that clearance to trade has
been granted.
Any Restricted Person wishing to deal in the Company's
securities must complete a Share Dealing Request form (refer
Appendix 1) and confirm that they are not in possession of any non
public information that is may have a material or significant
effect on the price of Wolf's securities and which a reasonable
investor would be likely to use as part of the basis of his or her
investment decision at the time of making this request and email
both the Completed Form and the confirmation to the Company
Secretary
After reviewing it for completeness, the Company Secretary shall
promptly pass it onto the Board Chairman. The Board Chairman (or in
his absence, or in the event of a conflict, the Chairman of the
Audit, Risk and Compliance Committee) will endeavour to provide a
determination within 24 hours of receiving the request.
Once the Company Secretary has communicated that clearance has
been obtained and providing that you do not possess any Inside
Information you may proceed with the transaction.
This obligation operates at all times. Restricted Persons must
not deal in the Company's securities until this written clearance
has been communicated. .
After the completion of the transaction a copy of the contract
note or confirmation of the transaction must be emailed to the
Company Secretary within one business day so as to facilitate
notification to the relevant Australian and UK regulatory
bodies.
Any Restricted Person who is given clearance to deal in the
Company's securities in accordance with this Policy must deal as
soon as possible and in any event within two business days of
clearance being received. Such clearance shall terminate if the
Company enters into a Closed Period or if the individual becomes
aware of any price sensitive information.
Definition of Insider Trading
Prohibition
Insider trading is a criminal offence. A person will be guilty
of insider trading if:
a) that person possesses information in relation to a company
which is not generally available to the market, and if it were
generally available to the market, would be likely to affect the
price or value of that company's securities (i.e. information that
is "price sensitive"); and
b) that person:
(i) buys or sells securities in the company;
(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 deal in the securities or procure someone else
to deal in the securities of the company.
Examples
Price sensitive information means information relating to the
Company that would, if the information were publicly known, be
likely to:
a) have a material effect on the price or value of the its shares; or
b) influence persons who invest in securities in deciding
whether or not to buy or sell the company's shares.
The following are examples of price sensitive information which,
if made available to the market, would be likely to affect the
price of the Company's securities:
a) the financial performance of the Company against its budget;
b) entry into or termination of a material contract (such as a major joint venture);
c) a material acquisition or sale of assets by the Company;
d) an actual or proposed takeover or merger;
e) an actual or proposed change to the Company's capital structure, including an equity issue;
f) a proposed dividend or a change in dividend Policy; or
g) a material claim against the Company or other unexpected liability.
Dealing through Third Parties
A person does not need to be a Restricted Person of the Company
to be guilty of insider trading in relation to securities in the
Company. The prohibition extends to dealings by anyone, including
Restricted Persons' nominees, agents or other associates, such as
family members, family trusts and family companies, as well as
customers and suppliers.
Contractors and External Advisors
Material Contractors employed by the Company shall be informed
of this Policy when they are appointed. Contractors on the
Company's Insider List are required to adhere to the Policy as long
as they are contracted by the Company or remain on the Insider
List. Breach of the Policy may lead to termination of contract
arrangements.
Company staff dealing with external advisers need to ensure that
the external advisers are aware of the insider trading rules and
where these dealings cover material matters, that the issue of
insider trading is covered in confidentiality documents.
Insider List
The Company will maintain an insider list in the format required
by the UK's Market Abuse Regime of "permanent insiders" as well as
any deal / transaction specific insiders for any material corporate
transactions.
The Company will seek written acknowledgement from insiders on
the list(s) that they understand their obligations and confirmation
they have circulated the Company's Securities Dealing Policy to
Person's Closely Associated ("PCA's) with them.
Meaning of Securities
This Policy covers shares in the Company, derivatives related to
the Company's shares, whether issued by the Company or not and to
any traded company options. It also applies to the exercise of
options, including employee options.
Related Companies
Restricted Persons, where they possess inside information,
should also not deal in securities of other companies with which
the Company might have an association or be about to enter such
association such as joint venture or farm in partners.
Exclusions
The following is a list of trading that is excluded from the
operation of this Policy:
a) undertakings to accept, or the acceptance of, a takeover offer;
b) trading 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 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 [Refer to ASX Guidance
Note 27 - Trading Policies for further examples of exclusions].
c) issue of securities pursuant to any Company employee
incentive scheme, employee share or option plan, or Director share
or option plan including the Wolf Directors' Share Plan whereby the
quantum and price of the issue of such securities has been
contractually defined outside of the Closes Period in which they
are issued; and
d) the transfer of securities acquired under an employee share
or option plan, or a Director share or option plan including the
Wolf Directors' Share Plan by a PDMR or PCA between accounts is
permitted within a Closed Period where the PDMR retains either a
direct or indirect beneficial interest and provided that such a
transfer is not likely to result in a change to the price of the
relevant Company securities.
Employee or Executive Option or Performance Rights Plans
Insider trading applies to applications for or the exercise of
options or performance rights under any Company employee share plan
or executive performance rights plans unless the decision to apply
or exercise securities was entered into (and documented) outside of
a Closed Period. Insider trading rules and this Policy apply in
relation to the subsequent disposal of any Securities acquired
under a Company option or performance rights plan.
If the options or performance rights expire outside of a Closed
Period described in this Policy, then an employee, key management
personnel or executive director may simultaneously exercise and
sell any securities subject to the clearance procedures detailed in
Section 3 of this Policy.
Dealing in Exceptional Circumstances
In limited circumstances, such as financial hardship, and
following the receipt of a written application to the Company
Secretary which explains why the sale of shares is the only
reasonable alternative, the Chairman of the Board (or in the event
of a conflict the Chairman of the Audit, Risk and Compliance
Committee) may grant permission for Restricted Persons and
Contractors to deal in securities during a Closed Period on the
condition that the Restricted Persons and Contractors can
demonstrate to him that they are not in possession of any price
sensitive information that is not generally available to the
public. Such a derogation will also require approval from the
Company's nominated adviser and the AIM Regulation team in relation
to such dealing by a Restricted Person, Director or applicable
employee.
Binding Commitments
Clearance to deal will be given where the relevant Restricted
Person entered into a binding commitment in relation to the
Company's securities prior to the Company being in a Closed Period
where it was not reasonably foreseeable at the time the commitment
was made that a Closed Period was likely and provided that the
commitment was notified to an RNS when it was made.
Notification by PDMR's and their PCA's
As the Company is ASX listed it can not avail itself of the
minimum financial threshold for notification of Directors' dealings
in the Company's securities as permitted by the UK Market Abuse
Regime.
Accordingly all Directors and PDMR's and their PCA's must notify
the Company Secretary as soon as possible and no later than the
next business day following any dealings in the Company's
securities (either personally or through a third party). This
enables the Company to meet its ASX, Alternative Investment Market
and FCA notification obligations of a change in a Director's,
PDMR's or PCA's interests within the requisite time frame
(presently three business days).
It is the individual responsibility of Directors and PDMR's to
ensure that they and their PCA's comply with this requirement.
PDMR's (Directors and key management personnel) are obliged to
notify their PCA's in writing of the obligations under this Policy
to keep a copy of the notification and acknowledgement. While
PDMR's may not be able to control the actions of a Person Closely
Associated (PCA's) they are expected to take all reasonable steps
to explain to PCA's the importance of compliance with this Policy
including the Company's wish to avoid any appearance of
impropriety.
Market Abuse Regime and AIM Rules for Companies
Without prejudice to the generality of the paragraphs above,
consideration should be given, in conjunction with the Company's
nominated adviser, to information regarding transactions required
to be notified pursuant to the Market Abuse Regime and the AIM
Rules for Companies.
Consequences of Breach of the Policy
A breach of this Policy by any of the Restricted Persons or
their family members may expose them to criminal and/or civil
liability under the Corporations Act (Cth) 2001 and the UK
FSMA.
The Company will regard breach of this Policy as serious
misconduct and is considered a cause for termination of employment
or engagement.
Approved by the Board of Wolf Minerals Limited on 30 January
2017
Acknowledgement by Company Insiders, PDMR and PCA's of Wolf
Minerals Limited
I confirm that I have read this Wolf Minerals Securities Dealing
Policy and understand that compliance
with it is a term and condition of
-- my employment;
-- my engagement with the Company; or
-- expected of me as a result of being a Person Closely
Associated with a Person Discharging Managerial Responsibilities
within the Company.
I understand that the Company will keep a record of the
foregoing information and of any clearance
given hereunder and may release such information in the event of
a suspected contravention of this
Policy.
I undertake to inform the Company Secretary if I become aware
that information I have supplied
under this Policy was or has become incorrect or has changed in
a material way.
Name: ...................................................
Signature: ............................................
Date: ......................................................
Appendix 1 Please complete this form and forward it to a Joint
Company Secretary to initiate the trading permission process.
Trading must NOT proceed until written clearance and confirmation
of approval has been provided
N REQUEST TO TRANSACT IN WOLF MINERALS
LIMITED SECURITIES FORM
NAME:
------------------------- -------------------------------------------------------
POSITION:
(or relationship
to Company)
------------------------- -------------------------------------------------------
PROPOSED TRANSACTION: Purchase: shares /other (specify)
Sell: shares / other (specify)
Transfer: shares /other (specify)
------------------------- -------------------------------------------------------
PROPOSED TRANSACTION
DATE:
------------------------- -------------------------------------------------------
REASON FOR TRANSACTION
------------------------- -------------------------------------------------------
APPLICANT DECLARATION I confirm that I am not aware of any non
& SIGNATURE: public information that may have a material
or significant effect on the price of Wolf's
securities and which a reasonable investor
would be likely to use as part of the basis
of his or her investment decision at the
time of making this request. Furthermore
I not aware of any other reasons why I
should not be granted approval to trade.
In the event that that I become aware of
such information that may have an impact
on the price of the Company's securities
prior to executing this request once it
has been approved I will not proceed with
the trade.
Signed: Date:
------------------------- -------------------------------------------------------
Co Sec to Complete WILL THE COMPANY BE IN A CLOSED PERIOD
AT THAT TIME?
YES / NO
------------------------- -------------------------------------------------------
Chairman's Approval APPROVED: signature:
YES / NO Date:
------------------------- --------------------------- --------------------------
approval valid Date:
until: Other Conditions:
------------------------- -------------------------------------------------------
INFORMATION PLEASE PROVIDE A COPY OF THE CONTRACT NOTE
TO FACILITATE OF ALL TRANSACTIONS TO THE COMPANY SECRETARY
REGULATORY NOTIFICATION WITHIN ONE BUSINESS DAY of each transaction.
Date:
Price:
Number of securities bought / sold / transferred:
Shareholdings Post Transaction:
------------------------- -------------------------------------------------------
ENDS
Russell Clark
Managing Director
Email: managingdirector@wolfminerals.com.au
Wolf Minerals Limited: Russell Clark +61 (0)8 6364 3776
Numis Securities: John Prior/James Black/Paul Gillam +44(0)20
7260 1000
Newgate: Adam Lloyd / Ed Treadwell +44 (0)20 7653 9850
Mandate Corporate: James Moses +61 (0)2 8226 8562
About Wolf Minerals
Wolf Minerals is a dual listed ("ASX: WLF", "AIM: WLFE")
specialty metals company. With global demand for tungsten rising
and future global production expected to be constrained, Wolf
Minerals has recently completed the development of a large tungsten
resource at its Drakelands Mine, located at Hemerdon, in southwest
England.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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