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Securities Trading Policy

Announced by: TSV
Announced on: 04/01/2013 08:27:17
          Words: 6606
Status: Not market sensitive (N)
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Corporate Governance Policies
Securities Trading Policy
1
1.
Securities Trading Policy
Securities of the Company are listed on ASX.
This policy outlines:
(a)
when Key Management Personnel (KMP), other Employees and consultants
(together, "Relevant Persons")
may deal in Company Securities;
(b)
when Relevant Persons may deal in listed securities of another entity (because
they may obtain Inside Information about another entity's securities while
performing their duties for the Group); and
(c)
procedures to reduce the risk of insider trading.
This Securities Trading Policy has been prepared to address the requirements of the ASX
Listing Rules which require the Company to provide a framework to Relevant Persons
when Dealing in Securities of the Company. The Securities Trading Policy has been
prepared taking into consideration the following:
(a)
the size, nature and stage of the development of the Company's resource
projects (see below for further details);
(b)
obligations under the Corporations Act not to Deal in Company Securities whilst
in possession of Inside Information;
(c)
rights of shareholders under the Constitution of the Company to freely trade their
shares; and
(d)
contractual and statutory rights embedded in the Securities.
As noted above, the Company's Securities Trading Policy has been prepared to be
consistent with the stage of development of the Company. As the Company is in the
exploration phase, key Inside Information is likely to be comprised of results from
feasibility studies, exploration and corporate activities. Accordingly, the Closed Periods
are based around the release of this information, rather than the release of financial
reports. This aspect of the Company's Securities Trading Policy may change should the
stage of development of the Company change in the future.
All Relevant Persons are required to complete the Form of Acknowledgment in Schedule
5 of this Policy once they have read this Policy and return it to the Company Secretary.
1.2
BREACH OF POLICY
A breach of this Policy by a Relevant Person is serious and may lead to disciplinary
action, including dismissal in serious cases. It may also be a breach of the law.
Insider trading is a serious matter which is a criminal offence. It is punishable by
substantial fines or imprisonment or both.
Insider trading may also attract civil penalties. A court may impose substantial pecuniary
penalties for insider trading and order payment of compensation to persons who suffer
loss or damage because of insider trading.
1.3
WHEN A RELEVANT PERSON MAY DEAL
Subject to the requirements of this Policy (including Closed Periods), a Relevant Person
may deal in Company Securities or Securities of a Transaction Entity if he or she does not
have information that he or she knows, or ought reasonably to know, is Inside Information
in relation to Company Securities or the Securities of a Transaction Entity.
2
1.4
WHEN A RELEVANT PERSON MAY NOT DEAL
Subject to clauses 1.5 and 1.6 of this Policy, a Relevant Person may not deal or procure
another person to Deal in Company Securities:
(a)
If he or she has not obtained approval from the Approving Officer under clause
1.7 of this Policy;
(b)
if he or she has information that he or she knows, or ought reasonably to know,
is Inside Information in relation to Company Securities;
(c)
during a Closed Period;
(d)
if he or she has information that he or she knows, or ought reasonably to know,
has not been announced to the market under ASX Listing Rule 3.1A in relation to
Company Securities;
(e)
if he or she is involved in speculative dealing; and/or
(f)
he or she is hedging the risk of any fluctuation in value of any unvested
entitlement to Company Securities.
A Relevant Person may not Deal or procure another person to Deal in the Securities of a
Transaction Entity if he or she has information that he or she knows, or ought reasonably
to know, is Inside Information in relation to the Securities of a Transaction Entity.
Relevant Persons are prohibited at all times from Dealing in financial products issued or
created over or in respect of the Company's Securities.
Relevant Persons are prohibited at all times from entering into margin lending or similar
arrangements in respect to Company Securities they hold or in which they have a
Relevant Interest.
1.5
EXCLUDED TRADING
This Policy does not prohibit Dealing in the Company Securities during a Closed Period
as outlined in Schedule 2.
1.6
EXCEPTIONAL CIRCUMSTANCES
The Approving Officer may give clearance during a Closed Period for a Relevant Person
to sell (but not buy) Company Securities in Exceptional Circumstances.
The Approving Officer may not give clearance under the exception in the paragraph
above if there is a matter about which there is Inside Information in relation to Company
Securities (whether or not the Relevant Person knows about the matter) when the
Relevant Person requests clearance or proposes to Deal in Company Securities.
The Relevant Person seeking clearance to Deal in Securities must outline in writing to the
Approving Officer the circumstances of their severe financial hardship or as to why their
circumstances are otherwise exceptional and that the proposed Dealing in the Securities
is the only reasonable course of action available.
The Approving Officer will decide if circumstances are exceptional.
A list of matters that may constitute Exceptional Circumstances is contained in Schedule
3.
3
1.7
CLEARANCE FROM THE APPROVING OFFICER
At least two Business Days prior to when a Relevant Person intends to Deal in Securities,
the Relevant Person must first inform the Approving Officer (and at the same time the
Company Secretary), by submitting a completed Securities Trading Request Form (see
Schedule 6). If the Relevant Person is not able to fax or email a scanned copy of the
Securities Trading Request Form, then the Relevant Person may send an email with the
same information in it to the Approving Officer.
The Approving Officer must approve or reject the Securities Trading Request as soon as
practicable (generally within two Business Days). The Relevant Person must not Deal in
Company Securities until he or she has received the clearance from the Approving
Officer.
Subject to clause 1.6, the Approving Officer may not give clearance if:
(a)
there is a matter about which there is, or may be, Inside Information in relation to
Company Securities (whether or not the Relevant Person knows about the
matter) when the Relevant Person requests clearance or proposes to deal in
Company Securities;
(b)
the Securities Trading Request Form is lodged during a Closed Period;
(c)
the Proposed Dealing is during a Closed Period; and
(d)
the Approving Officer has any other reason to believe that the proposed Dealing
breaches this policy.
In making a determination under (a) above about the existence of Inside Information, the
Approving Officer should exercise caution and refuse the clearance if there is any
possibility that Inside Information may exist.
Irrespective of any clearances given under this Policy, the Relevant Person is not to Deal
in Company Securities while in possession of Inside Information.
The Approving Officer must:
(a)
keep a written record of:
(i)
any information received from a Relevant Person in connection with this
policy; and
(ii)
any clearance given under this Policy, including the duration for which
the clearance applies; and
(b)
send a copy of the written record to the Company Secretary for keeping.
The Company Secretary must keep a file of any written record referred to in this
paragraph.
For the purposes of this policy, written requests and clearances may include facsimiles
and emails and are valid for a period the earlier of:
(a)
5 Business Days;
(b)
the Business Day before the Company enters a Closed Period; and
(c)
the time that the Relevant Person comes into possession of Inside Information.
4
1.8
DEALINGS IN WHICH A RELEVANT PERSON HAS A RELEVANT INTEREST
A Relevant Person must prohibit any Dealing in the Company Securities in which the
Relevant Person has a Relevant Interest while the Relevant Person is in possession of
Inside Information.
1.9
COMMUNICATING INSIDE INFORMATION
If a Relevant Person has information that he or she knows, or ought reasonably to know,
is Inside Information in relation to Company Securities or the Securities of a Transaction
Entity, the Employee must not directly or indirectly communicate that information to
another person if he or she knows, or ought reasonably to know, that the other person
would or would be likely to:
(a)
Deal in Company Securities or the Securities of a Transaction Entity; or
(b)
procure another person to Deal in Company Securities or the Securities of a
Transaction Entity.
Unless otherwise authorised, a Relevant Person must not inform colleagues (except the
Approving Officer) about Inside Information or its details.
1.10
NOTIFICATION OF TRADES IN COMPANY SECURITIES
Relevant Persons must notify the Company Secretary of any Dealings in Company
Securities within two Business Days of such Deal occurring. Initial, ongoing and final
notifications will be required which must include the details set out in Schedule 4 to this
Securities Trading Policy.
1.11
SPECULATIVE DEALING
A Relevant Person must not deal in Company Securities on considerations of a short term
nature.
1.12
DISTRIBUTION OF POLICY
This policy must be distributed to all Relevant Persons.
1.13
ASSISTANCE AND ADDITIONAL INFORMATION
Employees who are unsure about any information they may have in their possession, and
whether they can use that information for Dealing in Company Securities, should contact
the Authorised Officer.
1.14
APPROVED AND ADOPTED
This Policy was approved and adopted by the Board on 29 November 2012 and will be
reviewed annually.
5
Defined Terms
In this Policy:
Approving Officer means:
(a)
for a Relevant Person who is not a Director, the Managing Director;
(b)
for a Director (except the chairman of the board), the chairman of the board; and
(c)
for the chairman of the board, any other two Directors.
ASX means ASX Limited (ABN 98 008 624 691) and where the context permits, the
Australian Securities Exchange operated by ASX Limited.
Business Day means any day of the week other than a Saturday, Sunday or public
holiday in Perth, Western Australia.
Closed Period means
(a)
during the 10 Business Day period prior to the expected release of results of
technical studies, including but not limited to a:
(i)
scoping study;
(ii)
pre-feasibility study;
(iii)
feasibility study; or
(iv)
other detailed technical study; or
(b)
during the 5 day period prior to the expected release of:
(i)
a scheduled announcement containing Inside Information;
(ii)
exploration results;
(iii)
production results;
(iv)
a capital raising (except participation by a KMP in the capital raising
itself) by the Company;
(v)
a target statement for a takeover offer for Company Securities; or
(vi)
a bidder's statement for the issue of Company Securities.
Company means Transerv Energy Limited (ACN 079 432 796).
Company Securities includes all Securities in the Company or a Group member whether
or not listed or traded on the ASX or other financial market in Australia (including financial
products issued or created over or in respect
of the Company's Securities)
.
Consultant means any consultant of the Company.
Corporations Act means the Corporations Act 2001.
Deal includes acquiring, disposing of, subscribing for, and Dealing has a corresponding
meaning. A decision to join, or subscribe for shares under, any dividend reinvestment
plan is not dealing in Company Securities.
Director means a director of the Company.
6
Employee means any employee of the Company.
Generally available information is information that is:
(a)
is readily observable;
(b)
has been made known in a manner likely to bring it to the attention of persons
who commonly invest in securities of the relevant type and a reasonable period
for that information to be disseminated has elapsed since it was made known; or
(c)
consists of deductions, conclusions or inferences made or drawn from
information falling under paragraphs (a) or (b).
Group means the Company and each of its controlled entities.
Inside Information means information that is not generally available and that, if it were
generally available, a reasonable person would expect it to have a Material Effect on the
price or value of the Company's Securities. Inside Information generally includes, but is
not limited to:
(a)
material exploration results;
(b)
resource estimates or deposit targets;
(c)
results of technical studies (including, but not limited to, scoping, pre-feasibility
and feasibility studies);
(d)
sales and production figures;
(e)
profit and production forecasts;
(f)
material borrowings or material changes to terms of existing borrowings;
(g)
material changes to liquidity and material cashflow information;
(h)
significant changes in operations;
(i)
significant litigation;
(j)
impending mergers, joint ventures, acquisitions, restructures, takeovers;
(k)
major asset purchases or sales; and
(l)
material new products and technology.
Insider Trading in relation to this Policy means if a person has information about
securities and the person knows, or ought reasonably to know, that the information is
Inside Information, the person is prohibited from:
(a)
Dealing in the securities;
(b)
procuring another person to Deal in the securities; or
(c)
giving the information to another person who the person knows, or ought
reasonably to know, is likely to:
(i)
Deal in the securities; or
(ii)
procure someone else to Deal in the securities.
7
KMP means those persons having authority and responsibility for planning, directing and
controlling the activities of the entity, directly or indirectly, including:
(a)
any Director (whether executive or otherwise) of the Company;
(b)
the Managing Director;
(c)
the Chief Financial Officer;
(d)
the Company Secretary of the Company;
(e)
a Vice President;
(f)
country managers; and
(g)
a business unit manager.
For the purposes of this Policy, information is taken to be Material or will have a Material
Effect
if the information would, or would be likely to, influence persons who commonly
acquire securities in deciding whether or not to acquire or dispose of the Company
Securities.
Policy means this securities trading policy of the Company.
Relevant Interest a person has a Relevant Interest in securities if they:
(a)
are the holder of the securities; or
(b)
have power to exercise, or control the exercise of, a right to vote attached to the
securities; or
(c)
have power to dispose of, or control the exercise of a power to dispose of, the
securities.
Relevant Person means any KMP, employee or consultant of the Company.
Security includes shares, debentures, rights, options, employee options, prescribed
interests and warrants and Securities has a corresponding meaning.
Transaction Entity means an entity which the Company has business dealings with
which is listed on the ASX or any other financial market in Australia.
8
Schedule 1 - Exclusions from the Securities Trading Policy
Dealing excluded from the operation of the Policy includes:
(a)
transfers of Company Securities already held into a superannuation fund or other
saving scheme in which the Relevant Person is a beneficiary;
(b)
transfers of Company Securities where there is no change in beneficial
ownership;
(c)
an investment in, or trading in units of, a fund or other scheme (other than a
scheme only investing in Company Securities) where the assets of the fund or
other scheme are invested at the discretion of a third party;
(d)
where a Relevant Person is a trustee, trading in Company Securities by that trust
provided the Relevant Person is not a beneficiary of the trust and any decision to
trade during a Closed Period is taken by the other trustees or by the investment
managers independently of the Relevant Person;
(e)
undertakings to accept, or acceptance of, a takeover offer;
(f)
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 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;
(g)
the exercise (but not the sale of Company 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 Closed Period;
(h)
trading under a non-discretionary trading plan for which prior written clearance
has been provided in accordance with procedures set out in the Policy and
where:
(i)
the Relevant Person did not enter into the plan or amend the plan during
a Closed Period;
(ii)

the trading plan does not permit the Relevant Person to exercise any
influence or discretion over how, when, or whether to trade; and
(iii)

the entity's trading policy does not allow for the cancellation of a trading
plan during a prohibited period other than in exceptional circumstances.
(i)
The issue or grant of Company Securities by the Company to a Relevant Person
where shareholder approval for the issue of the Company Securities has been
obtained and if Inside Information exists, both the Company and the Relevant
Person are fully aware of the Inside Information.
9
Schedule 2 - Exceptional Circumstances
For the purposes of this Policy, Exceptional Circumstances include:
(a)
Severe financial hardship whereby the Relevant Person has a pressing financial
commitment that cannot be satisfied otherwise than by selling the relevant
Company Securities.
For example, a tax liability of a Relevant Person would not normally constitute
severe financial hardship unless the person has no other means of satisfying the
liability. A tax liability relating to Company Securities received under an
employee incentive scheme would also not normally constitute severe financial
hardship or otherwise be considered an Exceptional Circumstance.
(b)
The Relevant Person is required by a court order, or there are court enforceable
undertakings, for example, in a bona fide family settlement, to transfer or sell the
Company Securities or there is some other overriding legal or regulatory
requirement for him or her to do so.
(c)
An unforseen circumstance that is considered by the Board to be consistent with
the objectives of this Policy.
10
Schedule 3 - Notification requirements
Initial disclosure
(a)
The Relevant Person will provide the following information as at the date of
appointment.
(i)
details of all Company Securities registered in the Relevant Person's
name. These details include the number and class of the Company
Securities;
(ii)
details of all Company Securities not registered in the Relevant Person's
name but in which the Relevant Person has a Relevant Interest. These
details include the number and class of the Company Securities, the
name of the registered holder and the circumstances giving rise to the
Relevant Interest; and
(iii)
details of all contracts (other than contracts to which the Company is a
party) to which the Relevant Person is a party or under which the
Relevant Person is entitled to a benefit, and that confer a right to call for
or deliver shares in, debentures of, or interests in a managed
investment scheme made available by, the Company or a related body
corporate. These details include the number and class of shares,
debentures or interests, the name of the registered holder if the shares,
debentures or interests have been issued and the nature of the
Relevant Person's interest under contract.
(b)
The Relevant Person will provide the required information as soon as reasonably
possible after the date of appointment and in any event not later than two
business days after the date of appointment.
Ongoing disclosure
(a)
The Relevant Person will provide the following information.
(i)
details of changes in Company Securities registered in the Relevant
Person's name other than changes occurring as a result of corporate
actions by the Company. These details include the date of the change,
the number and class of the Company Securities held before and after
the change, and the nature of the change, for example on-market
transfer. The Relevant Person will also provide details of the
consideration payable in connection with the change, or if a market
consideration is not payable, the value of the Company Securities the
subject of the change;
(ii)
details of changes in Company Securities not registered in the Relevant
Person's name but in which the Relevant Person has a Relevant
Interest. These details shall include the date of the change, the number
and class of the Company Securities held before and after the change,
the name of the registered holder before and after the change, and the
circumstances giving rise to the Relevant Interest. The Relevant Person
will also provide details of the consideration payable in connection with
the change, or if a market consideration is not payable, the value of the
Company Securities the subject of the change; and
(iii)
details of all changes to contracts (other than contracts to which the
Company is a party) to which the KMP is a party or under which the
Relevant Person is entitled to a benefit, and that confer a right to call for
or deliver shares in, debentures of, or interests in a managed
investment scheme made available by, the Company or a related body
11
corporate. These details include the date of the change, the number
and class of the shares, debentures or interests to which the interest
relates before and after the change, the name of the registered holder of
the shares, debentures or interests have been issued, and the nature of
the Relevant Person's interests under the contract.
(b)
The Relevant Person will provide the required information as soon as reasonably
possible after the date of the change and in any event no later than two Business
Days after the date of the change.
Final disclosure
(a)
The Relevant Person will provide the following information as at the date of
ceasing to be a Relevant Person:
(i)
details of all Company Securities registered in the Relevant Person's
name. These details include the number and class of the securities;
(ii)
details of all securities not registered in the Relevant Person's name but
in which the Relevant Person has a Relevant Interest. These details
include the number and class of the securities, the name of the
registered holder and the circumstances giving rise to the Relevant
Interest; and
(iii)
details of all contracts (other than contracts to which the Company is a
party) to which the Relevant Person is a party or under which the
Relevant Person is entitled to a benefit, and that confer a right to call for
or deliver shares in, debentures of, or interests in a managed
investment scheme made available by, the Company or a related body
corporate. These details include the number and class of the shares,
debentures or interests, the name of the registered holder if the shares
debentures or interests have been issued and the nature of the interest
under the contract.
(b)
The Relevant Person will provide the required information as soon as reasonably
possible after the date of ceasing to be a Relevant Person and in any event no
later than two Business Days after the date of ceasing to be a Relevant Person.
12
Schedule 4
Form of Acknowledgment by Relevant Persons

I have read and understood the document titled "Securities Trading Policy" of the Transerv Energy
Group (the Securities Trading Policy).

I agree to be bound by, and to comply with, the Securities Trading Policy.

I acknowledge and agree that the Securities Trading Policy forms part of the terms of my
appointment as an employee/director/consultant of the Transerv Energy Group.

Signature: ..............................................................................

Name: ....................................................................................

Date: .......................................................................................

To be returned to the Company Secretary on completion.
13
Schedule 5 - Securities Trading Request Form

In accordance with the Securities Trading Policy of the Transerv Energy Group, before dealing in
any Company Securities you are required to obtain clearance.

Please forward this request to The Approving Officer by fax no. + 61 8
6 3 1 3 5 7 9 9 or by email to
the Company Secretary at
.

Name:
__________________________________

Position:
__________________________________

Location:
__________________________________

Telephone:
__________________________________

Facsimile:
__________________________________

I request permission to trade the following Company Securities which are proposed to be held by
myself personally and/or other parties with whom I have an interest as follows:
Registered Name of Security
Holder
Type of Security
Number of Securities
Buy/Sell
I confirm that:

a.
it is not a Closed Period;

b.
I am not in possession of Inside Information;

c.
I will not deal in the above Company Securities until I am notified that clearance is
approved;

d.
I am not involved in speculative dealing;

e.
I am not hedging the risk of any fluctuation in value of any unvested entitled to Company
Securities; and

d.
I may be refused permission to deal without explanation.

Signed: __________________________________ Date: _______________________

This form is valid for a period of 5 Business Days from the date of approval. After this time,
clearance will lapse and a further request will need to be completed. This form will be returned to
you with the period of validation completed if approval has been granted.

________________________________________________________________________
For completion by the Approving Officer:

Approval for the above dealing bas been cleared for a period of 5 Business Days / refused
(Approving Officer to delete one).


Signed: __________________________________ Date: _______________________

Name of Approving Officer: __________________________________
 
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