TIDMAGLD
RNS Number : 4342Y
Allied Gold Limited
22 December 2010
FOR IMMEDIATE RELEASE 22 December 2010
allied gold limited
("Allied", "Allied Gold" or "the Company")
ASX Securities Trading Policy
Allied Gold today lodged a Securities Trading Policy with the
Australian Securities Exchange. It is noted that this is in
addition to the dealing policy the Company has in place to ensure
compliance with AIM Rule 21, the provisions of which, although
broadly in line with the requirements of the ASX may, in certain
circumstances, impose additional requirements. Below is a copy of
the Policy:
1. INTRODUCTION
Introduction and purpose
The Securities Trading Policy (Policy):
(a) discusses the prohibitions under Australian law in relation
to insider trading; and
(b) sets out some additional requirements for certain specified
persons when trading Allied securities.
The purpose of the Policy is to set a standard of conduct which
demonstrates Allied's commitment to ensuring that the insider
trading laws are followed and are seen to be followed.
2. INSIDER TRADING
The requirements in this Policy are separate from, and
additional to, the legal prohibitions in the Corporations Act 2001
(Cth) on insider trading.
Generally, insider trading is the illegal practice of trading in
a company's securities on the basis of "inside information", that
is information that is not generally available and, if it were
generally available, a reasonable person would expect it to have a
material effect on the price or value of the securities of the
company. The insider trading prohibitions can apply to all persons
and are not limited to "insiders".
If a person possesses inside information and that person knows,
or ought reasonably to know, that the information is not generally
available and that it would be likely to be material information,
that person must not:
-- apply for, acquire or dispose of Allied securities, or enter
into an agreement to apply for, acquire or dispose of Allied
securities; or
-- procure another person to so act.
Additionally, it is an offence for a person to communicate
"inside information" to another person where that other person is
likely to apply for, acquire or dispose of Allied securities or
enter into an agreement to apply for, acquire or dispose of Allied
securities.
A contravention of the insider trading provisions can give rise
to civil and criminal liability. For individuals, criminal
liability can result in penalties of up to $220,000 and/or a
maximum of 5 years imprisonment.
3. GENERAL RULE
A director or employee must not trade (or procure the trading)
in Allied securities:
(a) in contravention of the insider trading laws; or
(b) for short term speculative gain.
Securities include all ordinary shares, preference shares,
debentures, convertible notes and other equity instruments that may
be issued by Allied.
4. SPECIFIED PERSONS
Specified Persons includes all directors and executives of
Allied, the company secretary, all employees involved with the
monthly financial accounting process and any other person
determined by the Board who is likely to be in possession of
unpublished price-sensitive information.
An executive is defined as a person who makes, or participates
in making decisions that affect the whole, or a significant part
of, the business of the company.
5. ADDITIONAL REQUIREMENTS FOR SPECIFIED PERSONS
In addition to the restrictions set out under the general rule,
Specified Persons may only deal in Allied securities if the
procedure detailed immediately below is followed.
Specified Persons are permitted to buy and sell securities at
times other than in "closed periods", which are:
For half-year and full The period commencing on
year results the 1st of the month
announcements subsequent to the end of
the respective half-year
or full year and ending on
the next business day
after the relevant
announcement.
For other significant Applicable only to those
events, being, working on, or aware of
declarations of a the relevant matter, the
dividend, the issue or period commencing at the
buy-back of securities, time the matter is known
expansion or execution of and ending on the next
new projects, business day after the
amalgamations, mergers or matter is announced to
takeovers, disposal of a ASX, or when it becomes
whole or a substantial clear that the matter will
part of Allieds not proceed.
undertaking, a significant
change in the policies,
plans or operation of the
Company or any pending
market announcement which
is likely to have an
effect on the Company's
Share price.
--------------------------------------
Irrespective of the above, and at all times:
-- the Chairman of the Board must advise the Chairman of the
Audit, Compliance and Risk Committee and the Company Secretary in
writing;
-- Directors must advise the Chairman and the Company Secretary
in writing; and
-- Specified Persons must advise the Company Secretary in
writing,
at all times before they propose to deal in Allied securities
and must only deal in those securities if the Company Secretary
informs the person in writing that there is no reason why they
cannot trade.
If they are prohibited from buying or selling in their own name,
Directors and Specified Persons must not buy or sell securities
through their family or through a trust or through a trust company,
over which they have influence or control.
6. INFORMING THE BOARD AND ASX
Directors and Specified Persons, on each occasion on which they
buy or sell securities in Allied, must advise the Company Secretary
in writing of the details of their completed transaction within two
days of each such transactions. The Company Secretary will then
inform the Board at its next regular meeting.
For directors, the Company Secretary must also lodge an
appropriate notification with each exchange that the Company's
securities are listened on within the required timeframes.
7. CONDITION OF APPOINTMENT
Compliance with this policy is a condition of appointment for
Allied directors and a condition of employment of a Specified
Person.
8. RECORDS
The Company Secretary will maintain a Securities Transaction
Policy Register and keep a record of all:
-- notices of request to buy or sell; and
-- transactions which are subject to the Policy.
9. DEALINGS IN EXEPTIONAL CIRCUMSTANCES
In exceptional circumstances, where it is the only reasonable
course of action available to a Specified Person, clearance may be
given for the Person to sell (but not to purchase) securities when
he/she would otherwise be prohibited from doing so. An example of
the type of circumstance which may be considered exceptional for
these purposes would be a pressing financial commitment on the part
of the Specified Person that cannot otherwise be satisfied. The
determination of whether circumstances are exceptional for this
purpose will be made by the Company Secretary and Chairman and
advised in writing to the Specified Person.
10. DEALINGS NOT SUBJECT TO THE PROVISIONS OF THIS CODE
For the avoidance of doubt, the following dealings are not
subject to the provisions of this policy:
(i) undertakings or elections to take up entitlements under a
rights issue or other offer (including an offer of shares in lieu
of a cash dividend);
(ii) the take up of entitlements under a rights issue or other
offer (including an offer of shares in lieu of a cash
dividend);
(iii) allowing entitlements to lapse under a rights issue or
other offer (including an offer of shares in lieu of a cash
dividend);
(iv) the sale of sufficient entitlements nil-paid to allow take
up of the balance of the entitlements under a rights issue;
(v) undertakings to accept, or the acceptance of, a takeover
offer;
(vi) the cancellation or surrender of an option under an
employees' share scheme;
(vii) the purchase of securities or the communication of
information pursuant to a requirement imposed by law;
(viii) transfers of securities by an independent trustee of an
employees' share scheme to a beneficiary who is not a specified
Person; and
(ix) Transfers between entities of the same beneficial holder of
the securities.
(x) The grant of options by the board of directors under an
employees' share scheme to individuals who are not directors may be
permitted during a prohibited period if such grant could not
reasonably be made at another time and failure to make the grant
would be likely to indicate that the relevant company was in a
restricted dealing period.
(xi) The award of securities, the grant of options and the grant
of rights (or other interests) to acquire securities by directors
and/or relevant employees is permitted in a restricted period
if:
(a) the award or grant is made under the terms of an employees'
share scheme;
(b) the terms of such employees' share scheme set out:
(i) the timing of the award or grant, and such terms have
either:
- previously been approved by shareholders or summarised or
described in a document sent to shareholders, or
- are in accordance with the timing of previous awards of grants
under the scheme; and
(ii) the amount or value of the award or grant or the basis on
which the amount or value of the award or grant is calculated;
and
(c) the failure to make the award or grant would be likely to
indicate that the relevant company is in a prohibited period.
(xii) The Company Secretary may allow the exercise of an option
or right under an employees' share scheme, or the conversion of a
convertible security, where the final date for the exercise of such
option or right, or conversion of such security, falls during any
restricted period and the Specified Person could not reasonably
have been expected to exercise it at an earlier time when he was
free to deal
For further information, contact:
Allied Gold Limited
Frank Terranova
Chief Financial Officer
T: +61 7 3252 5911
M: +61 448 187 557
E: fterranova@alliedgold.com.au
Peter Torre
Company Secretary
T: +61 8 9287 4604
E: peter@torrecorporate.com.au
Beaumont Cornish Limited
Roland Cornish
Beaumont Cornish Limited
T: +44 (0) 20 7628 3396
This information is provided by RNS
The company news service from the London Stock Exchange
END
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