SNAKK MEDIA LIMITED FINANCIAL PRODUCTS TRADING POLICY AND GUIDELINES

Transcription

1 SNAKK MEDIA LIMITED FINANCIAL PRODUCTS TRADING POLICY AND GUIDELINES Date adpted: 5 Nvember 2015 Versin: 1 1

2 SCOPE OF POLICY FINANCIAL PRODUCTS TRADING POLICY AND GUIDELINES This plicy applies t all directrs, emplyees and cntractrs f Snakk Media Limited (Snakk r the Cmpany) and its subsidiaries wh intend t trade in Snakk s quted financial prducts. In this plicy trade includes acquiring r dispsing f quted financial prducts, r agreeing t d s, whether as principal r agent, but it des nt include subscriptin fr, r the issue f, new financial prducts. EXECUTIVE SUMMARY Under the Financial Markets Cnduct Act 2013 (FMCA), it is illegal fr any persn hlding price sensitive, cnfidential infrmatin abut a cmpany (referred t in the FMCA as an infrmatin insider) t trade that cmpany s shares r ther financial prducts. This behaviur is called insider trading. The fundamental rule under this plicy is that yu must nt trade financial prducts if yu are an infrmatin insider. This plicy als prhibits distributing infrmatin r engaging in trades which may cnstitute market manipulatin under the FMCA (this is explained in further detail later in this dcument). In additin: there is an abslute prhibitin frm trading in the Cmpany s shares r ther quted financial prducts except in certain specified perids (Trading Windws); and even during Trading Windws (when it is permissible t trade) yu must first apply t the Cmpany fr written cnsent t d s. The detailed plicy and prcedure in respect f these rules is set ut in Appendix A which frms part f this Financial Prducts Trading Plicy and Guidelines dcument. PURPOSE OF THIS DOCUMENT This purpse f this dcument is twfld: t detail and explain the insider trading and market manipulatin prvisins f the FMCA, as well as t prvide a prcess fr cnsidering cnduct by directrs, emplyees and cntractrs which may be in breach f this plicy. These rules apply t dealing in the fllwing financial prducts (referred t in this dcument and Appendix A as Restricted Financial Prducts): rdinary shares issued by Snakk and ther quted financial prducts f Snakk; rights t rdinary shares (as that term is defined in the NXT Market Rules); and derivatives in respect f quted financial prducts. The requirements impsed by this plicy are separate frm, and in additin t, the legal prhibitins n insider trading in New Zealand and any ther cuntry where thse securities may be listed. If yu d nt understand any part f this plicy, r hw it applies t yu, yu shuld raise the matter with the Cmpany Secretary befre dealing with any financial prducts cvered by this plicy. 2

3 Warning - Fundamental Rule Insider trading is illegal If yu have any material infrmatin, it is illegal fr yu t: trade any Restricted Financial Prducts; advise r encurage anther persn t trade r hld the Cmpany s Restricted Financial Prducts; advise r encurage a persn t advise r encurage anther persn t trade r hld the Cmpany s Restricted Financial Prducts; r pass n the material infrmatin t anyne else including clleagues, family r friends knwing (r where yu ught reasnably t knw r believe) that the ther persn will, r is likely t, trade Restricted Financial Prducts, r advise r encurage smene else t trade r hld Restricted Financial Prducts. This ffence, called insider trading can subject yu t criminal liability including large fines and/r imprisnment, and civil liability, which may include being sued by anther party r the Cmpany, fr any lss suffered as a result f illegal trading. The prhibitins apply regardless f hw yu learn f the infrmatin, and regardless f why yu are trading. The prhibitin n insider trading applies nt nly t infrmatin cncerning the Cmpany s Restricted Financial Prducts. If a persn has material infrmatin in relatin t quted financial prducts f anther listed cmpany (including derivatives in respect f such quted finanical prducts), that persn must nt trade in thse financial prducts. CONFIDENTIAL INFORMATION In additin t the abve, yu als have a duty f cnfidentiality t Snakk. This duty f cnfidentiality will cntinue t apply, even if yu have ceased being emplyed by the Cmpany. Yu must nt reveal any cnfidential infrmatin cncerning the Cmpany t a third party (unless that third party has signed a cnfidentiality agreement with the Cmpany and yu have been authrised t disclse the cnfidential infrmatin), r t use cnfidential infrmatin in any way which may injure r cause lss t the Cmpany, r use cnfidential infrmatin t gain an advantage fr yurself. Yu shuld ensure that external advisers keep Cmpany infrmatin cnfidential. WHAT IS MATERIAL INFORMATION? Material infrmatin is infrmatin that: is nt generally available t the market; and if it were generally available t the market, a reasnable persn wuld expect it t have a material effect n the price f Snakk s quted financial prducts. It des nt matter hw yu cme t knw the material infrmatin (including whether yu learn it in the curse f carrying ut yur respnsibilities, r in passing in the crridr, r in a lift, r at a scial functin). Infrmatin is generally available t the market if it has been released as an NXT annuncement, r investrs that cmmnly invest in financial prducts f a kind fr which 3

4 the price might reasnably be expected t be affected by the infrmatin can readily btain the infrmatin (whether by bservatin, use f expertise, purchase r ther means). Infrmatin includes rumurs, matters f suppsitin, intentins f a persn (including the Cmpany), and infrmatin cncerning a prpsal, which is insufficiently definite t warrant disclsure t the public. WHAT ARE SOME EXAMPLES OF MATERIAL INFORMATION? The fllwing list is illustrative nly. Material infrmatin culd include infrmatin cncerning: the financial perfrmance f the Cmpany; a pssible change in the strategic directin f the Cmpany; the intrductin f an imprtant new prduct r service; a pssible acquisitin r sale f any assets r cmpany by the Cmpany; entry int r the likely entry int r terminatin r likely terminatin f material cntracts r ther business arrangements which are nt publicly knwn; a pssible change in the Cmpany s capital structure; a change in the histrical pattern f dividends; senir management changes; a material legal claim by r against the Cmpany; r any ther unexpected liability. EXCEPTIONS This plicy des nt apply t: acquisitins and dispsals by gift r inheritance; acquisitins thrugh an issue f new quted financial prducts, such as an issue f new shares n the exercise f ptins, under a rights issue, r a dividend reinvestment plan; and trading f Restricted Financial Prducts where the trading results in n change t the beneficial interest in thse Restricted Financial Prducts. SHORT TERM TRADING DISCOURAGED Yu shuld nt engage in shrt term trading f Restricted Financial Prducts unless there are exceptinal circumstances discussed with and apprved by the Cmpany Secretary and in the case f directrs, the Chairpersn. Shrt term trading can be a key indicatr f insider trading, particularly if undertaken n a regular basis r in large amunts. Therefre, t reduce the risk f an allegatin f insider trading, d nt trade Restricted Financial Prducts n a shrt-term basis. 4

5 Health Warning If in dubt, dn t! The rules cntained in this plicy d nt replace yur legal bligatins. The bundary between what is (and is nt) in breach f the law is nt always clear. Smetimes behaviur that yu cnsider t be ethical actually may be insider trading. If in dubt, dn t! PERSONS COVERED BY SNAKK S TRADING RESTRICTIONS The trading restrictins set ut belw apply t: all directrs and emplyees f the Cmpany and its subsidiary cmpanies; all trusts and cmpanies cntrlled by such persns. all temprary r permanent cntractrs f the cmpany and its subsidiaries wh have access t material infrmatin. Emplyees and directrs will be cnsidered respnsible fr the actins f trusts and cmpanies cntrlled by them. In this respect, cntrl is nt t be cnstrued in a technical way but by lking at hw decisins are made in practice. TRADING RESTRICTIONS The persns t whm these restrictins apply are nly permitted t trade in Restricted Financial Prducts within specified Trading Windws, as fllws: during the 10 business day perid after the date f release t the NXT f a business update ; r during the 10 business day perid after the date f release t the NXT f a preliminary annuncement r a cleansing ntice. The persns t whm these restrictins apply are nt permitted t trade any Restricted Financial Prducts during any time utside f the specified Trading Windws. Please nte that if yu hld material infrmatin, yu must nt trade Restricted Financial Prducts at any time regardless f whether a Trading Windw is pen r nt. MARKET MANIPULATION Engaging in behaviur which cnstitutes market manipulatin is prhibited by the FMCA. Penalties fr breaching the market manipulatin prvisins cntained in the FMCA may include civil liability, fines r imprisnment. It is pssible t cmmit market manipulatin inadvertently, fr example, in circumstances where a persn ught t have knwn that their behaviur culd be cnstrued as market manipulatin. As such, directrs, fficers, emplyees and cntractrs f Snakk shuld: (a) familiarise themselves with the types f cnduct which culd be cnsidered market manipulatin; and 5

6 (b) take active steps t avid disseminating infrmatin r trading financial prducts in ways which culd be cnstrued as market manipulatin. The types f behaviur which culd be categrised market manipulatin include: Misleading infrmatin: yu must nt make a statement r disseminate infrmatin cncerning Snakk (r any ther publicly listed issuer) if this is materially false r misleading, where that statement is likely t affect a persn s decisin t trade r exercise a vting right (including abstentins frm ding s). Misleading trading: yu must nt d, r mit t d, anything which will have (r will likely have) the effect f creating a misleading appearance f supply, demand, price r value f financial prducts in Snakk (r any ther publicly listed entity). This culd include: Wash trades: sale and purchase f financial prducts where there is n change in actual wnership f the financial prduct, e.g. frm ne cmpany t anther, where bth cmpanies are wned r cntrlled by the same persn. Imprper matched rders: transactins where bth buy and sell rders are entered at the same time, with the same price and quantity by different clluding parties. Advancing the bid: increasing the bid fr a financial prduct t increase its price. Marking the clse: buying r selling financial prducts at the clse f market in rder t affect the clsing price f the security cncerned. Pump and dump: engaging in buying activity which results in increasingly higher prices fr financial prducts, fllwed by selling the financial prducts at the higher prices. If yu are in dubt as t whether yur cmmunicatins r trading activity culd be cnstrued as market manipulatin, yu shuld cnsult the Chief Executive Officer befre trading r sharing infrmatin cncerning the Cmpany with external parties. REQUIREMENTS BEFORE TRADING Befre trading in Restricted Financial Prducts, at any time, the persns t whm these restrictins apply must, in writing: ntify the Cmpany secretary f their intentin t trade in Restricted Financial Prducts, and seek cnsent t d s n the attached frm;in the case f directrs, cnsent shuld be btained frm the Chairpersn. cnfirm that they d nt hld material infrmatin; and cnfirm that there is n knwn reasn t prhibit trading in any Restricted Financial Prducts. BREACHES OF POLICY Strict cmpliance with this plicy is a cnditin f emplyment, bth within Snakk and n the Bard. All suspected breaches f this plicy shuld be reprted t a member f the Bard r senir management the identity f anyne making such a reprt will be prtected at all 6

7 stages in the curse f any internal investigatin. Any determined breaches f this plicy will be subject t disciplinary actin, which may include immediate terminatin f emplyment. Snakk has an bligatin t reprt any breaches f this plicy t NZX Regulatin as sn as practicable after becming aware f the breach. MONITORING OF TRADING The Cmpany may mnitr the trading f Restricted Financial Prducts f persns subject t this plicy as part f the administratin f this plicy. APPLICATION OF POLICY The Bard f Snakk has apprved this plicy. The Bard may apprve updates, amendments t and exemptins t this plicy frm time t time, which may be implemented by written ntice t yu and/r by psting n the Cmpany s intranet. T the extent f any incnsistency with any previus plicy relating t this subject matter, this plicy prevails ver them. Date adpted: 5 Nvember

8 APPENDIX A REQUEST FOR CONSENT TO TRADE IN QUOTED FINANCIAL PRODUCTS T: The Cmpany secretary, Snakk Media Limited In accrdance with the Cmpany s Financial Prducts Trading Plicy and Guidelines, I request the Cmpany s cnsent be given t the fllwing prpsed transactin t be undertaken either by me r persns assciated with me, within the allwed perid under this plicy. I acknwledge the Cmpany is nt advising r encuraging me t trade r hld financial prducts and des nt prvide any financial prducts recmmendatins. Name: Name f registered hlder transacting (if different): Address: Psitin: Descriptin and number f Restricted Financial Prducts: Type f prpsed transactin: Purchase/sale/ther (specify) T be transacted: On NXT/ff-market trade/ther (specify) Likely date f transactin (n r abut): I declare that I d nt hld infrmatin which: is nt generally available t the market at the time f trading; and a reasnable persn wuld expect t have a material effect n the price f the Cmpany s Restricted Financial Prducts if it were generally available t the market. I knw f n reasn t prhibit me frm trading in the Snakk s Restricted Financial Prducts and certify that the details given abve are cmplete, true and crrect. Signature Date The Cmpany hereby des/des nt cnsent t the prpsed transactin described abve. Any cnsent is cnditinal n the prpsed transactin being cmpleted within the allwable timeframe specified in, and therwise in cmpliance with, the Cmpany s Financial Prducts Trading Plicy and Guidelines. Name: n behalf f Snakk Media Limited Date 8