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CPT GLOBAL LIMITED — Governance Information 2014
Oct 9, 2014
64642_rns_2014-10-09_9a8401b7-f1c2-4426-af87-bf4dd1cbc319.pdf
Governance Information
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G l o b a l
CPT Global Limited Share Trading Policy
This share trading policy sets out CPT Global Limited’s policy regarding the trading in Company securities which includes shares and options and any other security on issue from time to time. This policy is separate from and additional to the legal constraints imposed by the common law, the Corporations Act and ASX Listing Rules .
This policy applies to all Directors and employees of the Company and their associates (including spouses, children, family trusts and family companies) as well as contractors, Consultants, advisers and Auditors of the Company (“designated officers”).
It is illegal to trade in the Company’s securities while in possession of unpublished price sensitive information concerning the Company. Under the Corporations Act a person with inside information must not, and must not procure another person, to deal in the securities of a body corporate or enter into an agreement to deal in the securities of a body corporate. Inside information is defined in the Corporations Act as information that:
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Is not generally available.
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If generally available a reasonable person would expect it to have a material effect on the price or value of the securities of the body corporate.
General Prohibition on Insider Trading
All designated officers are prohibited from trading in the Company’s securities while in the possession of unpublished price sensitive information concerning the company. In addition while in possession of unpublished price sensitive information designated officers must not advise others to trade in the Company’s securities or communicate the information to another person knowing that the person may use the information to trade in, or procure someone else to trade in, the Company’s securities.
Unpublished price sensitive information is information regarding the Company of which the market is not aware and that a reasonable person would expect to have a material effect on the price or value of the Company’s securities and includes:
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A proposed major acquisition or disposition.
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A significant business development or a proposed change in the nature of the Company’s business.
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Details of material contracts that are being negotiated by the Company.
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Potential litigation that would have a substantial effect on the Company.
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A proposed change in the share capital structure of the Company.
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A proposed change in the Company’s dividend policy.
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A major change to the Board or senior management.
Restrictions on Short Term Trading
The Company encourages Directors, employees and Consultants to adopt a long term attitude to their investment in the Company’s securities. Consequently, Directors, employees and Consultants should not engage in short term or speculative trading of the Company’s securities.
Further Restrictions on Trading
Directors, members of senior management and other employees and Consultants likely to be in possession of npublished price sensitive information and their associates may not trade in the company’s securities during the following blackout periods commencing:
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From January 1st until 24 hours after the release by the Company of its half yearly results to the ASX. .
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From July 1st until 24 hours after the release by the Company of its annual results to the ASX.
Melbourne - Head Office, Level 1, 4 Riverside Quay, Southbank VIC 3006 Telephone +61 3 9684 7900 Facsimile +61 3 9684 7999 www.CPTglobal.com CPT Global Limited ACN 083 090 895 ABN 16 083 090 895
Singapore
Sydney
Canberra
London Munich
Paris
New York Toronto
G l o b a l
CPT Global Limited Share Trading Policy
In addition to the above blackout periods the Board may impose an embargo upon trading in the Company’s securities if it believes that a market sensitive event has occurred or is likely to occur.
Directors, members of senior management, employees and Consultants may trade in the Company’s securities at other times so long as they are not in possession of any unpublished price sensitive information.
Exceptions
A person may trade in the Company’s securities inside of the blackout period in the following circumstances:
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The Chairman approves the trade by a Director or the CEO upon the Director or CFO satisfying the Chairman that they do not possess unpublished price sensitive information about the company and a failure to trade in the company’s securities would result in exceptional circumstances such as
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The CEO approves the trade by an employee upon the employee satisfying the CEO that they do not possess unpublished price sensitive information about the company and a failure to trade in the Company’s securities would result in exceptional circumstances such as financial hardship.
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Trade in a managed securities portfolio where the person is not in a position to influence choices in the portfolio.
Notification of Proposed Trade in Company Securities
Chairman
Prior to trading in (either buying or selling) the Company’s securities the Chairman must notify a Non-Executive Director of their intention to trade and confirm that they are not in possession of any unpublished price sensitive information.
Directors
Prior to trading in (either buying or selling) the Company’s securities Directors must notify the Chairman of their intention to trade and confirm that they are not in possession of any unpublished price sensitive information.
Senior management
Prior to trading in (either buying or selling) the Company’s securities, senior management must notify the Company Secretary of their intention to trade and confirm that they are not in possession of any unpublished price sensitive information.
The requirement to provide notice of an intention to trade in the Company’s securities does not apply to the acquisition of securities through Director, officer or employee share or option plans. However the requirement does apply to the trading of the securities once they have been acquired.
Notification of Trade in Company Securities
Directors must also notify the Company Secretary of any trade in the Company’s securities within 2 days of such trade occurring so that the Company Secretary can comply with the ASX Listing Rule 3.19A requirement to notify the ASX of any change in a notifiable interest held by a Director. The Company Secretary will maintain a register of all trades and holdings in Company securities by Directors.
Melbourne - Head Office, Level 1, 4 Riverside Quay, Southbank VIC 3006 Telephone +61 3 9684 7900 Facsimile +61 3 9684 7999 www.CPTglobal.com CPT Global Limited ACN 083 090 895 ABN 16 083 090 895
Singapore
Sydney
Canberra
London Munich
Paris
New York Toronto