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GDO
GDO
GDO - Gold One policy for dealing in securities adopted on 22
December 2010
Gold One International Limited
Registered in Western Australia under the Corporations Act, 2001
(Cth)
Registration number ACN: 094 265 746
Registered as an external company in the Republic of South Africa
Registration number: 2009/000032/10
Share code on the ASX/JSE: GDO
OTCQX International: GLDZY
ISIN: AU000000GDO5
("Gold One" or the "company")
GOLD ONE POLICY FOR DEALING IN SECURITIES ADOPTED ON 22 DECEMBER
2010
In accordance with ASX Listing Rule 12.9, quoted below is Gold
One`s Securities Dealing Policy.
QUOTE
1. INTRODUCTION
The purpose of this Policy for Dealing in Securities (Policy) is
to:
(a) explain the type of conduct in relation to dealing in
securities that is prohibited under the Corporations Act 2001 (Cth)
(Corporations Act); and
(b) set out the additional restrictions imposed by Gold One
International Limited (Gold One) on dealings in its securities by
Designated Persons, which includes directors and senior managers of
Gold One.
The Board of Directors of Gold One (Board) considers that
compliance with this Policy is essential to ensuring that the
required standards of conduct are being met by Designated Persons.
If you do not understand any part of this Policy, the summary of
the law or how it applies to you, you should raise the matter with
the Company Secretary before dealing with any securities covered by
this Policy.
It is intended that queries (including requests for approval) will
be responded to within 48 hours of being received. Communications
(including approvals) for the purpose of this Policy may be by
email or facsimile.
2. SUMMARY OF THE INSIDER TRADING PROHIBITION
2.1 Who is subject to the prohibition?
Under the Corporations Act, a person is prohibited from dealing in
securities where:
(a) the person possesses information which is not generally
available and, if the information were generally available, a
reasonable person would expect it to have a material effect on the
price or value of particular securities (inside information); and
(b) the person knows, or ought reasonably to know, that the
information 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 those securities.
This prohibition applies regardless of how the person comes to know
the inside information.
2.2 What are the prohibitions?
A person with inside information is prohibited from doing any of
the following (either as principal or agent):
(a) applying for, buying or selling securities;
(b) entering into an agreement to apply for, buy or sell
securities;
(c) procuring any other person to do any of the above;
(d) directly or indirectly communicating the inside information to
another person who the person knows, or ought reasonably to know,
would or would be likely to deal in, or procure another to deal in,
those securities.
Procuring is a broad concept and includes inciting, inducing or
encouraging another person to do something. For example, you
cannot ask or encourage family members or friends to deal in
securities when you possess inside information and you should not
communicate inside information to any such people.
2.3 Information that is generally available
For the purposes of the insider trading provisions of the
Corporations Act, information is defined broadly and includes
matters of supposition and other matters which are insufficiently
definite to warrant being made known to the public. It also
includes matters relating to the intentions of a person.
Information is considered to be "generally available" if:
(a) it consists of a readily observable matter;
(b) it has been made known in a manner likely to bring it to the
attention of investors in securities of corporations of the
relevant kind, and a reasonable period for dissemination of that
information has elapsed; or
(c) it may be deduced, inferred or concluded from either or both
of the above.
Generally speaking, information will be "generally available" if it
has been released to ASX, published in an Annual Report or
prospectus or otherwise been made generally available to the
investing public and a reasonable period of time has elapsed after
the information has been disseminated in one of these ways.
2.4 Material effect on the price of securities
Information has a material effect on the price or value of
securities if, and only if, a reasonable person would expect that
information to, or to be likely to, influence persons who commonly
invest in securities in deciding whether or not to subscribe for,
buy or sell those securities.
2.5 Examples of inside information
The following list is illustrative only. Inside information could
include the following:
(a) a material increase or decrease in Gold One`s financial
performance from previous results or forecasts;
(b) a proposed material business or asset acquisition or sale by
Gold One;
(c) a successful tender for a material contract;
(d) the damage or destruction of a material operation of Gold One;
(e) the launch of a material new business by Gold One;
(f) proposed material legal proceedings to be initiated by or
against Gold One;
(g) regulatory action or investigations undertaken by a government
authority;
(h) a possible change in Gold One`s capital structure, including a
proposal to undertake a new issue of shares;
(i) any new financing or a material change to the terms of
existing financing;
(j) a proposed dividend;
(k) senior management changes; and
(l) information that is being withheld in accordance with the
exception to the continuous disclosure requirements in ASX Listing
Rule 3.1A.
2.6 Dealings in other companies
Dealings in securities of other entities associated with or
connected with Gold One (such as Gold One`s customers or joint
venture partners) where a person possesses inside information in
relation to that other company may also be caught by the insider
trading prohibitions. For example, where you are aware that Gold
One is about to sign a major agreement with another company, you
should not buy or sell securities in either Gold One or the other
company.
2.7 Consequences of insider trading
A person who commits a breach of the insider trading provisions
could be subject to criminal liability (substantial fines and/or
imprisonment may be imposed) or civil liability (substantial
pecuniary penalties can be imposed). In addition, a person who
contravenes or is involved in a contravention of these provisions
may be liable to compensate any person who suffers loss or damage
because of the conduct.
Such conduct would also prompt disciplinary action by Gold One,
which may include termination of employment.
3. ADDITIONAL TRADING RESTRICTIONS
This Policy imposes trading restrictions on Designated Persons in
addition to the insider trading prohibitions imposed by the
Corporations Act. At all times, these insider trading prohibitions
continue to apply to Designated Persons; compliance with these
additional trading restrictions in this paragraph 3 does not
necessarily constitute compliance with the insider trading
prohibitions.
3.1 Reasons for additional restrictions
Designated Persons are in positions where it may be assumed that
they may come into possession of inside information and, as a
result, any trading by Designated Persons may embarrass or reflect
badly on them or on Gold One (even if a Designated Person has no
actual inside information at the time).
This Policy is designed to avoid the possibility that
misconceptions, misunderstandings or suspicions might arise.
3.2 Dealings by Designated Persons
(a) At all times, Designated Persons must receive prior written
approval for any proposed dealing in Gold One`s securities from the
following persons (the Relevant Approver):
(i) in relation to a proposed dealing by a Director (other than
the Chairman) or the Company Secretary - from the Chairman;
(ii) in relation to a proposed dealing by the Chairman - from the
Chairman of the Remuneration Committee; and
(iii) in relation to a proposed dealing by all other Designated
Persons - from the Company Secretary.
(b) Designated Persons must receive prior written approval for any
proposed dealing in Gold One`s securities by:
(i) completing and signing the application form that is attached
as Annexure A to this Policy;
(ii) providing the completed and signed form to the Company
Secretary; and
(iii) receiving written approval from the Relevant Approver
prior to undertaking the proposed dealing.
(c) If written approval is given, the Designated Person must
ordinarily deal within five business days after receiving approval
(unless otherwise approved by the Relevant Approver). Further
notification and approval will be required if the proposed dealing
does not occur within the relevant approval period.
(d) Where a Designated Person has been granted written approval to
deal in Gold One securities, they must notify the Company Secretary
within 24 hours of the outcome of the dealing.
3.3 Prohibited periods for Designated Persons
(a) The following periods are Closed Periods for the purposes of
this Policy:
(i) the period from 1 January until one trading day after the
announcement of Gold One`s preliminary annual results;
(ii) the period from 1 July until one trading day after the
announcement of Gold One`s half-yearly results; and
(iii) the period from the end of each quarter until one trading
day after the release of Gold One`s quarterly activities report.
(b) Unless written approval is provided under paragraph 3.4,
Designated Persons will not be given prior approval to deal in Gold
One securities during the following periods:
(i) Closed Periods; and
(ii) any additional periods determined by the Board in
circumstances where Gold One is considering matters which are
subject to the exception in ASX Listing Rule 3.1A,
(each a Prohibited Period).
3.4 Approvals during Prohibited Periods
(a) The Relevant Approver may give a Designated Person written
approval to deal in Gold One securities during a Prohibited Period,
but only where:
(i) the Designated Person:
(A) advises the Relevant Approver in writing of their request to
deal in Gold One securities and the reasons for needing to do so
during a Prohibited Period; and
(B) confirms in writing that they are not in possession of inside
information; and
(ii) the Relevant Approver is satisfied that the Designated Person
is in severe financial hardship or exceptional circumstances exist,
and provides written approval to the Designated Person.
(b) A Designated Person would be in severe financial hardship if
they had a pressing financial commitment that cannot be satisfied
by other means.
(c) A tax liability would not normally constitute severe financial
hardship unless the person had no other means of satisfying the
liability. A person`s need to satisfy a tax liability arising from
equity incentives connected with Gold One would not normally be
considered an exceptional circumstance.
(d) Exceptional circumstances would exist if:
(i) a Designated Person was required by a court order, or there
were court enforceable undertakings (e.g. in a bona fide family
settlement) or some other overriding legal or regulatory
requirement, to deal in Gold One securities; or
(ii) the Board, in its discretion, deems such circumstances to be
exceptional.
(e) If approval is given to deal during a Prohibited Period, the
Designated Person must ordinarily deal within two business days
after receiving approval (unless otherwise approved by the Relevant
Approver). Further notification and approval will be required if
the proposed dealing does not occur within the relevant approval
period.
(f) Where a Designated Person has been granted approval to deal in
Gold One securities during a Prohibited Period, they must notify
the Company Secretary within 24 hours of the outcome of the
dealing.
3.5 Restrictions on margin loans
Margin lending poses special risks to the compliance of Designated
Persons with this Policy, particularly where the terms of the
margin lending arrangements may place the Designated Person in a
position of conflict with their obligations under this Policy
and/or with the insider trading laws (for example, if a call is
made under the arrangements, which results in Gold One securities
being sold while the Designated Person possesses inside
information).
Without prior approval in the manner set out in paragraph 3.2 or
3.4 (as the case may be), Designated Persons must not enter into
agreements that provide lenders with rights over their interests in
Gold One securities (e.g. for the disposal of Gold One shares or
options that is the result of a secured lender exercising their
rights under a margin lending arrangement).
3.6 Short term dealings
In addition to the trading restrictions set out in this Policy,
Designated Persons must not:
(a) enter into any other short term dealings (for example, forward
contracts) or other speculative trades; and
(b) deal in financial products issued or created over or in
respect of Gold One securities (e.g. hedges or derivatives) which
have the effect of reducing or eliminating the risk associated with
any equity incentives that Gold One may offer from time to time
(for example, a person may be granted an equity incentive award
that vests at a time in the future subject to achieving certain
performance goals; certain financial institutions offer products
which act as an insurance policy if the performance goals are not
met, thereby reducing the "at-risk" element of the person`s
incentive arrangements),
except with the Designated Person`s prior written approval which
may only be provided in exceptional circumstances (as set out in
paragraph 3.4).
3.7 Restrictions applicable to Connected Persons
Designated Persons must take steps to ensure that their Connected
Persons (including immediate family members of the Designated
Person and any trusts, companies and other entities that the
Designated Person controls) understand and will act in accordance
with the terms of this Policy in relation to Gold One securities.
This means that each Designated Person must:
- request their Connected Persons to observe the notification
and approval procedure outlined in paragraph 3.2 or 3.4 by giving
the Designated Person the information necessary for the Designated
Person to lodge notices and requests in respect of the Connected
Person`s dealings in Gold One securities;
- take reasonable steps to ensure that their Connected Persons
do not engage in short-term dealings with Gold One securities; and
- take reasonable steps to ensure that their Connected Persons
do not deal in Gold One securities during an applicable Prohibited
Period or at any other time when the Designated Person would not
themselves be permitted to deal in Gold One securities under this
Policy.
4. EXEMPTIONS FROM TRADING RESTRICTIONS
The trading restrictions imposed on Designated Persons under this
Policy (aside from the insider trading restrictions) do not apply
in the following circumstances:
(a) trading results in no change in beneficial interest in the
securities (such as transfers of securities of Gold One already
held into a superannuation fund or other saving scheme in which the
Designated Person is a beneficiary);
(b) an investment in, or trading in units of, a fund or other
scheme (other than a scheme only investing in the securities of
Gold One) where the assets of the fund or other scheme are invested
at the discretion of a third party;
(c) where the Designated Person is a trustee, trading in the
securities of Gold One by that trust provided the Designated Person
is not a beneficiary of the trust and any decision to trade during
a prohibited period is taken by the other trustees or by the
investment managers independently of the Designated 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 Gold One security holders, such as, a rights issue, a security
purchase plan, a dividend or 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. This
includes decisions relating to whether or not to take up the
entitlements and the sale of entitlements required to provide for
the take up of the balance of entitlements under a renounceable pro
rata issue;
(f) a disposal of Gold One securities that is the result of a
secured lender exercising their rights, for example, under a margin
lending arrangement, subject to the Designated Person having
received prior written clearance for the original financing
arrangement as set out in paragraph 3.5;
(g) the exercise (but not the sale of securities following
exercise) of an option or a right under an employee incentive
scheme, or the conversion of a convertible security, where the
final date for the exercise of the option or right, or the
conversion of the security, falls during a Prohibited Period and
Gold One has been in a long Prohibited Period or Gold One has had a
number of consecutive Prohibited Periods and the Designated Person
could not reasonably have been expected to exercise it at a time
when free to do so; and
(h) trading under a non-discretionary trading plan for which prior
written clearance has been provided in accordance with the
procedures set out in this Policy and where:
(i) the Designated Person did not enter into the plan or amend the
plan during a Prohibited Period; and
(ii) the trading plan does not permit the Designated Person to
exercise any influence or discretion over how, when or whether to
trade.
A Designated Person must not cancel a trading plan unless clearance
has first been given in accordance with paragraph 3.2 for its
cancellation. If cancellation is to occur during a Prohibited
Period, approval must be obtained under paragraph 3.4.
5. DISCLOSURE TO ASX
The ASX Listing Rules requires this Policy to be disclosed to ASX.
Where Gold One makes a material change to this Policy, the amended
policy must be provided to ASX within five business days of the
material changes taking effect.
In addition, if a change to a notifiable interest of a Gold One
director occurs during a Closed Period, Gold One must tell ASX (in
its Appendix 3Y filing) that this is the case, whether prior
written clearance for the relevant dealing was provided and the
date of such clearance.
6. DEFINITIONS
For the purposes of this Policy:
deal or dealing includes, in relation to securities:
(a) an acquisition or disposal of the securities;
(b) the entry into a derivative in relation to the securities;
(c) the grant, acceptance, acquisition, disposal or exercise of an
option to acquire or dispose of the securities;
(d) the use of the securities as security or the grant of any
encumbrance over the securities;
(e) the engagement in any other transaction involving a beneficial
interest or a change in beneficial ownership of the securities; or
(f) the entry into any agreement to do any of the above things.
Connected Person means, in relation to a Designated Person:
(a) a family member of that Designated Person who may be expected
to influence, or be influenced by, that Designated Person in his or
her dealings with Gold One securities (this may include that
Designated Person`s partner and children (under the age of 18
years) or dependants of that Designated Person);
(b) a business partner of that Designated Person;
(c) a trustee where the beneficiaries of the trust include that
Designated Person or a family member (referred to in sub-paragraph
(a) above); and
(d) any other entity in respect of which that Designated Person
has an ability to control.
Designated Persons means:
(a) the directors of Gold One, and those other persons having
authority and responsibility for planning, directing and
controlling the activities of Gold One, directly or indirectly,
including the following:
(i) Chief Executive Officer;
(ii) Chief Financial Officer;
(iii) Senior Vice President: RSA Operations;
(iv) Senior Vice President: Business Development;
(v) Senior Vice President: Projects; and
(vi) Senior Vice President: General Counsel;
(b) the directors of a major subsidiary of Gold One;
(c) the Company Secretary; and
(d) any person who is notified in writing by the Board or the
Company Secretary to be a Designated Person for the purposes of
this Policy from time to time (eg persons involved in a special
price sensitive project).
securities means:
(a) ordinary shares;
(b) preference shares;
(c) options;
(d) debentures or debt securities;
(e) convertible notes; and
(f) financial products relating to securities issued by Gold One
(for example, warrant contracts and other derivative products
relating to the securities).
2. BREACHES OF THIS POLICY
Strict compliance with this Policy is a condition of employment.
Breaches of this Policy will be subject to disciplinary action,
which may include termination of employment.
3. WHO TO CONTACT
If you are in any doubt regarding your proposed dealing in Gold One
securities, or would like further information or have a question
with respect to this Policy, you should contact the Company
Secretary.
ANNEXURE A
GOLD ONE INTERNATIONAL LIMITED
DEALING IN SECURITIES BY DESIGNATED PERSONS
APPLICATION FOR PERMISSION TO DEAL
I wish to apply for permission to deal in Gold One securities.
Name:
Number of securities:
Type of transaction: (Please Tick)
Purchase Sale Option
Grant/Exercise
I have a direct/indirect interest in the transaction described
above. (Please delete as applicable)
I declare that I am not in the possession of any inside
information.
I undertake to inform the Company Secretary / Chairman as soon as
possible once the transaction is completed, but no later than 24
hours afterwards. (Please delete as applicable)
I understand that this permission is only valid for five business
days or until the company goes into a Closed Period or Prohibited
Period, whichever occurs first. I understand that should I come
into possession of price sensitive information after permission to
deal has been granted, but before dealing, then any consent granted
will automatically lapse.
Signatures:
Designated Person: Date
Relevant Approver: Date
Received: Date
Company Secretary
Please return this completed and signed form to the Company
Secretary either per fax +27 (11) 726 1087 or per scanned email:
pierre.kruger@gold1.co.za
UNQUOTE
Parktown, Johannesburg
29 December 2010
MACQUARIE FIRST SOUTH ADVISERS (PTY) LIMITED
JSE Sponsor
Date: 29/12/2010 07:29:02 Produced by the JSE SENS Department.
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