| Fri 31 Dec 2010, 7:33 | | CZA - Coal of Africa Limited - Policy for trading in Coal Of Africa securities |
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CZA
CZA
CZA - Coal of Africa Limited - Policy for trading in Coal Of Africa securities
Coal of Africa Limited
(previously, "GVM Metals Limited")
(Incorporated and registered in Australia)
(Registration number ABN 008 905 388)
JSE Share code: CZA
ASX Share code: CZA
ISIN AU000000CZA6
("CoAL" or the "Company")
POLICY FOR TRADING IN COAL OF AFRICA SECURITIES
Coal of Africa provides its updated "Policy for Trading in Company
Securities", in compliance with the ASX Listing Rules.
QUOTE
POLICY FOR TRADING IN COMPANY SECURITIES
COAL OF AFRICA LIMITED ("COMPANY")
The Company is a public company incorporated in Australia and its securities
are listed on both the Australian Securities Exchange ("ASX") and on the
Alternative Investment Market of the London Stock Exchange ("AIM").
This Policy provides an overview of the restrictions on trading in the
Company`s securities under Australian law. It also sets out the specific
restrictions imposed by the AIM Rules.
Directors, officers and employees (in this policy references to directors,
officers and employees includes all of the directors, officers and employees)
who wish to trade in Company securities must first have regard to the
statutory provisions of the Corporations Act 2001 (Cth) dealing with insider
trading.
Directors, officers and employees must also have regard to the statutory
provisions regulating insider trading on any other exchange on which the
Company is listed, including AIM.
Insider trading is the practice of dealing in a company`s securities (ie.
shares and options) by a person in possession of information generally not
available, but if it were generally available would, or would be likely to
influence a person`s decision to transact in the company`s securities. It may
also include the passing on of this information to another or procuring
another person to deal in the securities.
Legally, insider trading is an offence which carries severe penalties,
including imprisonment.
Insider Trading Prohibition
In summary, directors, officers and employees of the Company must not, whether
in their own capacity or as an agent for another, subscribe for, purchase or
sell, or enter into an agreement to subscribe for, purchase or sell, any
securities in the Company, or procure another person to do so:
1. if that director, officer or employee possesses information that a
reasonable person would expect to have a material effect on the price or
value of the securities or influence a person`s decision to buy or sell
the securities in the Company if the information was generally available;
2. if the director, officer or employee knows or ought reasonably to know,
that:
(a) the information is not generally available; and
(b) if it were generally available, it might have a material effect on
the price or value of the securities in the Company or influence a
person`s decision to buy or sell the securities in the Company.
Further, directors, officers and employees 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 deal in the
securities of the Company or procure another person to do so.
Examples of information which, if made available to the market, may depending
on the circumstances be likely to have a material impact on the price of the
Company`s securities are set out in the Appendix.
Prohibited Transactions
Directors, officers and employees must not enter into transactions or
arrangements which operate to limit the economic risk of their security
holding in the Company without first seeking and obtaining prior written
clearance from the Chair.
Directors, officers and employees must not enter into agreements that provide
lenders with rights over their interests in securities in the Company without
first seeking and obtaining prior written clearance from the appropriate
Approving Officer. Directors, officers and employees are prohibited from
entering into transactions or arrangements which limit the economic risk of
participating in unvested entitlements.
Close Period
In addition to the prohibitions on insider trading set out in the Corporations
Act, in accordance with the AIM Rules the Company requires that its directors,
officers and employees do not deal in any of its securities during a Close
Period.
Close Period means any of the following:
- the period of two months preceding the publication of the Company`s
annual results (or, if shorter, the period from its financial year end to
the time of publication);
- the period of one month immediately preceding the announcement of its
quarterly results or, if shorter, the period from the relevant financial
period end up to and including the time of the announcement;
- any other period in which the Company is in possession of unpublished
price sensitive information or any time it has become reasonably probable
that such information will be required by the AIM Rules to be announced.
Please note that even if it is outside of a Close Period, directors, officers
and employees must not trade in the Company`s securities if they are in
possession of inside information.
Circumstances when trading may be permitted subject to prior written clearance
A person may trade in the Company`s securities inside a Close Period, subject
to obtaining prior written clearance in accordance with the procedure
described below, in the following circumstances:
- if the Approving Officer is satisfied that the person seeking the
clearance does not possess unpublished price sensitive information about
the Company and the sale of the securities is necessary to alleviate
severe personal hardship however, the permission of the London Stock
Exchange plc is also required in this circumstance; or
- where the individual director, officer or employee has entered into a
binding commitment prior to the Company being in such a Close Period
where it was not reasonably foreseeable at the time the commitment was
made that a Close Period was likely; and that AIM was notified of the
commitment at the time it was made.
Procedure for obtaining clearance prior to trading
Directors, officers and employees must not trade in the Company`s securities
during a Close Period unless the director, officer or employee obtains prior
written clearance from:
1. in the case of employees, the Chief Executive Officer or in his absence,
the Company Secretary;
2. in the case of a director or officer, the Chair or in his absence, the
Chief Executive Officer;
3. in the case of the Chief Executive Officer, the Chair;
4. in the case of the Chair, the Chair of the Audit Committee,
(each an "Approving Officer").
A request for prior written clearance under this policy should be made in
writing using the form attached to this policy entitled `Request for Prior
Written Clearance to Trade in Company Securities` and given to the Approving
Officer. The request may be submitted in person, by mail, by email or by
facsimile.
Any written clearance granted under this policy will be valid for the period
of 5 business days from the time which it is given or such other period as may
determined by the Approving Officer. The expiry time of the clearance will be
stated in the clearance granted. Written clearance under this policy may be
given in person, by mail, by email or by facsimile.
Prior written clearance cannot be granted by an Approving Officer without
first obtaining the permission of the London Stock Exchange plc where
clearance is sought to sell securities to alleviate severe personal hardship.
Trading which is not subject to this policy
The following trading during a close period by directors, officers and
employees is excluded from this policy:
1. undertakings or elections to take up entitlements under a rights issue or
other pre-emptive offer (including an offer of shares in lieu of a cash
dividend);
2. the take up of entitlements under a rights issue or other pre-emptive
offer (including an offer of shares in lieu of a cash dividend);
3. allowing entitlements to lapse under a rights issue or other pre-emptive
offer (including an offer of shares in lieu of a cash dividend);
4. the sale of sufficient entitlements nil-paid to allow take up of the
balance of the entitlements under a rights issue; or
5. undertakings to accept, or the acceptance of, a takeover offer.
Trading in derivative products
The prohibitions on trading in the Company`s securities imposed by the Company
and set out in this policy extend to trading in financial products issued or
created over or in respect of the Company`s securities.
Notification
Directors must disclose details of changes in securities of the Company they
hold (directly or indirectly*) to the company secretary as soon as reasonably
possible after the date of the change but in any event:
1. no later than 3 business days after the change; or
2. if they begin to have or cease to have a substantial shareholding or
there is a change in their substantial holding, the business day after
the change.
*Includes securities held by family members, which includes (i) spouse (ii)
civil partner (iii) any child under the age of 18 (iv) any trust where such
individuals are trustees or beneficiaries, or (v) any company in which they
have control or more than 20% of the equity or voting rights.
Directors are referred to the Company`s Director`s Disclosure Obligations
document and Director`s Declaration of Interest Form. The company secretary is
to maintain a register of notifications and acknowledgements given in relation
to trading in the Company`s securities. The company secretary must report all
notifications of dealings in the Company`s securities to the next board
meeting of the Company.
Directors are reminded that it is their obligation under section 205G of the
Corporations Act to notify the market operator within 14 days after any change
in a director`s interest.
Breaches
Breach of the insider trading prohibition could expose directors, officers and
employees to criminal and civil liability. Breach of insider trading law or
this Policy will 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.
Directors, officers and employees who wish to obtain further advice in this
matter, are encouraged to contact the company secretary.
This Policy also applies to the Company`s related entities.
ASX Listing Rule Requirements
It is a requirement for admission to the official list of ASX, and an on-going
requirement for listing, that the Company has a policy for trading in company
securities.
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 directors, officers and employees
are prohibited from trading in the Company`s securities; the trading that is
excluded from the operation of the policy; or the exceptional circumstances in
which directors, officers and employees may be permitted to trade during a
Close Period, within five business days of the amendments taking effect. The
Company will also give this policy to ASX immediately on request by ASX.
APPENDIX
Examples of information which, if made available to the market, may depending
on the circumstances be likely to have a material impact on the price of the
Company`s securities include, but are not limited to:
- the financial performance of the Company;
- entry into or termination of a material contract, such as a major supply
contract or a joint venture;
- a material acquisition or sale of assets by the Company;
- an actual or proposed takeover or merger;
- a material claim against the Company or other unexpected liability, for
example the threat of material litigation against the Company;
- any actual or proposed change to the Company`s capital structure, for
example a share issue;
- a change in dividend policy.
UNQUOTE
Bryanston
31 December 2010
JSE Sponsor
Macquarie First South Advisers (Pty) Ltd
For more information contact
Simon Farrell Executive Deputy Coal of Africa +61 417 985 383
Chairman
John Wallington Chief Executive Coal of Africa +27 11 575 7423
Officer
Blair Sergeant Finance Director Coal of Africa +27 11 575 6797
Ryan Rockwood Associate Azure Capital +61 447 760 058
Director
Simon Nominated Evolution +44 20 7071 4300
Edwards/Chris Adviser Securities
Sim
Melanie de JSE Sponsor Macquarie First +27 11 583 2000
Nysschen/Annerie South Advisers
Britz/Yvette
Labuschagne
Jos Simson/Emily Financial PR Conduit PR +44 207 429 6603
Fenton
www.coalofafrica.com
About CoAL:
CoAL is an AIM/ASX/JSE listed coal mining and development company operating in
South Africa. CoAL`s key projects include the Woestalleen Colliery, the
Mooiplaats thermal coal mine, the Vele coking coal project and the Makhado
coking coal project.
The Mooiplaats coal mine commenced production in 2008 and is currently ramping
up to produce 2 million tonnes per annum ("Mtpa"). CoAL`s Makhado coking coal
project is expected to start production in 2013 and timing for Vele to reach
production is still to be confirmed. These operations are targeted to
collectively produce an initial 2Mtpa ramping up to a combined annual output
of 10Mtpa of coking coal.
In 2010, CoAL completed the ZAR467m acquisition of NuCoal Mining (Pty) Limited
("NuCoal"), a thermal coal producer with assets in South Africa in close
proximity to CoAL`s Mooiplaats mine. NuCoal owns the Woestalleen Colliery,
which has a number of off-take contracts in place and processes approximately
2.5Mtpa of saleable coal for domestic and export markets. NuCoal also owns two
beneficiation plants, one fully operational mine producing approximately 300kt
per month of ROM coal and has recently commenced production at a second mine.
Date: 31/12/2010 07:33:01 Produced by the JSE SENS Department.
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