ION Video Limited
ACN 149 796 332
Securities Trading Policy
1. Introduction and Purpose
1.1. Background
The Company is committed to complying with the Corporations Act and the ASX Listing Rules to create a transparent market in the trading of its securities on the ASX. ASX Listing Rule 12.9 requires the Company, as a listed entity, to have a trading policy that restricts its key management personnel from trading in its securities during certain closed periods. This Securities Trading Policy (Policy) regulates Trading by Directors and employees of the Company and its subsidiaries (the Group) and their Closely Connected Persons, in Company Securities or Securities of other companies. Directors and all employees must comply with the insider trading prohibitions of the Corporations Act 2001 (Cth).
1.2. Purpose The purpose of this Policy is to assist Directors and employees, including Restricted Persons, to understand and comply with their obligations under the insider trading prohibitions of the Corporations Act and to protect the reputation of the Company, its Directors and employees, by establishing best practice procedure for Dealing in Company Securities. All Directors and employees, particularly Restricted Persons, should read this Policy carefully and familiarise themselves with the requirements and procedures detailed in it.
1.3. Definitions
Capitalised terms used in this Policy are defined in the Schedule.
2. Key principles of insider trading prohibition
2.1. Conduct prohibited by law
Under the Corporations Act, if a person possesses "inside information" in relation to Securities of the Company or any other company, the person must not:
a) Deal in those Securities; or
b) Procure another person to Deal in those Securities; or
c) directly or indirectly communicate the information, or cause the information to be communicated, to another person if the person knows, or ought reasonably to know, that the other person would, or would be likely to, Deal in those Securities in any way or Procure a third person to Deal in those Securities.
2.2. When a person possesses inside information
A person possesses inside information in relation to Securities of the Company or another company where:
a) the person possesses information that 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 the Securities; 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 the Securities.
2.3. A person does not need to be an "insider"
A person can possess inside information in respect of a company, even if they are not associated in any way with that company. It is irrelevant how the inside information was obtained.
2.4. Penalties
A person who Trades in Securities while they possess inside information or communicates that information in the circumstances described may be liable for significant civil and criminal penalties.
2.5. Examples of inside information
d) pending ASX announcements;
f) giving or receiving a notice of intention to make a takeover offer;
g) debt facilities and borrowings;
h) mergers, demergers, acquisitions and divestments;
i) significant changes in operations, strategy or proposed changes in the general character or nature of the business of the Company or its subsidiaries;
j) liquidity and cash flow information;
k) sales figures;
l) major or material purchases or sales of assets;
m) significant new contracts or customers;
n) an entity proposing to buy, or a securityholder proposing to sell, a substantial number of Company Securities;
o) industry issues that may have a material impact on the Company;
p) significant litigation involving the Company;
q) allegations of any breach of the law or other regulatory requirements by the Company; and
r) decisions on significant issues affecting the Company by regulatory bodies in Australia or other relevant jurisdictions.
3. Restrictions on trading
3.1. General principles
Directors and employees must comply with the following general principles in relation to Trading in Securities:
a) Directors and employees must comply with the insider trading provisions of the Corporations Act at all times and must not Trade in Securities whilst in possession of inside information in respect of those in Securities.
3.4. No Trading in Company Securities during Prohibited Periods
Restricted Persons must not Trade in Company Securities during the following Prohibited Periods:
a) from the Company's year end until the business day after the release of the full year results;
b) from the Company's half year end until the business day after the release of the half yearly results; and
c) for the two weeks preceding, and the first trading day following, the Company's Annual General Meeting.
3.5. Prior written approval for Trading
Restricted Persons must seek prior written approval before undertaking any Trading in Company Securities.
3.6. Subsequent notification of all Trading
The Company Secretary will inform the Board of the details of all Trades approved. Restricted Persons must provide the Company Secretary with subsequent written notification of all Trading in Company Securities within two business days, regardless of whether prior written approval has been given for that Trading.
3.7. Margin loans and other security interests
No Restricted Person may enter into a margin loan or similar funding arrangement to acquire any Company Securities without first obtaining prior written approval.
3.8. Hedging and Derivatives
A Restricted Person seeking approval to Trade during a Prohibited Period must satisfy the Designated Officer that Exceptional Circumstances exist and that the proposal to Trade in Company Securities during a Prohibited Period is the only reasonable course of action available.
3.10. Prior written approval
In order to seek prior written approval to Trade during a Prohibited Period due to Exceptional Circumstances, Restricted Persons must submit a written request to the Designated Officer.
3.11. Dealings which may occur during a Prohibited Period
During a Prohibited Period, Restricted Persons may Trade in Company Securities in the circumstances described below:
a) Trades in Company Securities where the Trading does not result in a change of beneficial interest in the Securities.
4. Other matters
4.1. Cautions to consider
Under insider trading laws, a person who possesses inside information about an entity's securities is generally prohibited from trading in those securities.
4.2. Closely Connected Persons
Directors and employees must take reasonable steps to advise their Closely Connected Persons of this Policy.
4.3. Sales of Significant Volume of Securities
Restricted Persons need to be mindful of the market perception associated with any sale of the Company's securities.
4.4. Changes to Policy
If any material changes are made to this Policy, the Company will give the amended Policy to ASX for release to the market within 5 business days of the material change taking effect.
4.5. Adoption of Policy and annual Board review
This Policy was adopted by the Board on the date on the front cover of this Policy and takes effect from the date of the Company's admission to the Official List of the ASX and replaces any previous policy in this regard.
4.6. Record keeping
The Board will ensure that records are made capturing the details of all applications by Restricted Persons for approval under this Policy and the decisions made in relation to those applications.
Schedule 1 Definitions
For the purposes of this Policy: ASX means ASX Limited or the financial market it operates (as the context requires); ASX Listing Rules means the listing rules of ASX; Board means the board of directors of the Company; CEO means the Chief Executive Officer of the Company; Chair means the Chair of the Board from time to time; Closed Period means the periods set out in paragraphs 3.4(a) and 3.4(b); Closely Connected Persons means:
a) any spouse, de facto partner of, or any children residing with, a Director or Employee; and
b) companies, trusts, self-managed or other super funds and entities which are controlled by a Director or Employee of individual referred to in paragraph (a).
Company Securities means Securities issued by the Company;
Corporations Act means the Corporations Act 2001 (Cth);
to Deal in Securities means to apply for, acquire or dispose of Securities, or enter into an agreement to do any of those things, and Dealing has a corresponding meaning; **Derivative has the meaning in section 761D of the Corporations Act and includes options, forward contracts, futures, warrants, cash settled swaps, caps and collars;
Designated Officer means:
a) in respect of a Director, the Chair;
b) in respect of the Chair, the Chair of the Audit & Risk Committee;
c) in respect of a Restricted Person, the Company Secretary;
d) in respect of the Company Secretary, the CEO;
e) in respect of any other Employee, the Company Secretary, or such other person appointed by the Board as a Designated Officer for the purposes of this Policy;
Directors means directors of any company in the Group;
Exceptional Circumstances means, in relation to a Restricted Person:
a) a pressing financial commitment that can only be satisfied by selling the relevant Company Securities;
Key Management Personnel means Directors, the Chief Executive Officer, the Chief Financial Officer, the Company Secretary, and employee having authority and responsibility for planning, directing, and controlling, the activities of the Company.
Prohibited Period means the periods set out in paragraphs 3.4(a), 3.4(b) and 3.4(c);
Restricted Persons means:
e) Key Management Personnel;