"Closed Period" means any of the following:
(a) the period from the end of the relevant financial year up to the release of the preliminary announcement of the Company's annual results (or, where no such announcement is released, up to the publication of the Company's annual financial report) or, if longer, the period of 30 calendar days before such release (or publication);
Note to user: The FCA has stated that, pending clarification from the European Commission and European Securities and Markets Authority (ESMA), it will continue to take the view that where an issuer announces preliminary results, the closed period, when dealing is prohibited, is immediately before the preliminary results are announced. This applies only where the preliminary announcement contains all inside information expected to be included in the year-end report.
(b) the period from the end of the relevant financial period up to the release of the Company's half-yearly financial report or, if longer, the period of 30 calendar days before such release.
“Code Employee” means any employee (not being a PDMR) who has been told by the Company that the clearance procedures in Part A of the Dealing Code apply to him or her.
"Company Securities" means any publicly traded or quoted shares or debt instruments of the Company (or of any of the Company's subsidiaries or subsidiary undertakings) or derivatives or other financial instruments linked to any of them, including phantom options.
“Company’s Constitution” means the Company’s articles of association or equivalent constitutional document.
"Dealing" (together with corresponding terms such as "Deal" and "Deals") means any type of transaction in Company Securities, including purchases, sales, the exercise of options, the receipt of shares under share plans, using Company Securities as security for a loan or other obligation and entering into, amending or terminating any agreement in relation to Company Securities (e.g. a Trading Plan). Schedule 2 contains a non-exhaustive list of transactions which are Dealings.
“Dealing Code” means the Company’s dealing code, which regulates Dealings in Company Securities by Restricted Persons.
“Designated Officer” means:
(A) if the Restricted Person seeking clearance to Deal is a director (other than the chairman or the chief executive), the chairman or any other director designated by the Board for that purpose; or
(B) if the Restricted Person seeking clearance to Deal is the chairman, the chief executive or, if the chief executive is not present, the senior independent director or a committee of the Board or other officer nominated for that purpose by the chief executive. If the roles of chairman and chief executive are combined, the Designated Officer is the senior independent director; or
(C) if the Restricted Person seeking clearance to Deal is the chief executive, the chairman or, if the chairman is not present, the senior independent director or a committee of the Board or other officer nominated for that purpose by the chairman. If the roles of chairman and chief executive are combined, the Designated Officer is the senior independent director; or
(D) if the Restricted Person seeking clearance to Deal is not a director, any director or officer of the Company designated by the Board for that purpose.
"FCA" means the UK Financial Conduct Authority.
"Inside Information" means information which relates to the Company or any Company Securities, which is not publicly available, which is likely to have a non-trivial effect on the price of Company Securities and which an investor would be likely to use as part of the basis of his or her investment decision.
"Investment Programme" means a share acquisition scheme relating only to the Company's shares under which: (A) shares are purchased by a Restricted Person pursuant to a regular standing order or direct debit or by regular deduction from the person's salary or director's fees; or (B) shares are acquired by a Restricted Person by way of a standing election to re-invest dividends or other distributions received; or (C) shares are acquired as part payment of a Restricted Person's remuneration or director's fees.
“MAR Closed Period” means:
(A) the period of 30 calendar days before the release of a preliminary announcement of the Company’s annual results or, where no such announcement is released, the period of 30 calendar days before the publication of the Company’s annual financial report; (the FCA has stated that, pending clarification from the European Commission and European Securities and Markets Authority (ESMA), it will continue to take the view that where an issuer announces preliminary results, the closed period, when dealing is prohibited, is immediately before the preliminary results are announced. This applies only where the preliminary announcement contains all inside information expected to be included in the year-end report), and
(B) the period of 30 calendar days before the publication of the Company’s half-yearly financial report.
"Market Abuse Regulation" means the EU Market Abuse Regulation (596/2014).
"Notifiable Transaction" means any transaction relating to Company Securities conducted for the account of a PDMR or PCA, whether the transaction was conducted by the PDMR or PCA or on his or her behalf by a third party and regardless of whether or not the PDMR or PCA had control over the transaction. This captures every transaction which changes a PDMR’s or PCA’s holding of Company Securities, even if the transaction does not require clearance under this code. It also includes gifts of Company Securities, the grant of options or share awards, the exercise of options or vesting of share awards and transactions carried out by investment managers or other third parties on behalf of a PDMR, including where discretion is exercised by such investment managers or third parties and including under Trading Plans or Investment Programmes.
"PCA" means a person closely associated with a PDMR, being:
(a) the spouse or civil partner of a PDMR; or
(b) a PDMR’s child or stepchild under the age of 18 years who is unmarried and does not have a civil partner; or
(c) a relative who has shared the same household as the PDMR for at least one year on the date of the relevant Dealing; or
(d) a legal person, trust or partnership, the managerial responsibilities of which are discharged by a PDMR (or by a PCA referred to in paragraphs (A), (B), or (C) of this definition), which is directly or indirectly controlled by such a person, which is set up for the benefit of such a person or which has economic interests which are substantially equivalent to those of such a person.
"PDMR" means a person discharging managerial responsibilities in respect of the Company, being either:
(a) a director of the Company; or
(b) a senior executive of the Company who is not a director but who has regular access to Inside Information and the power to make managerial decisions affecting the future developments and business prospects of the Company.
(c) any other employee who has been told that he or she is a PDMR.
“Prohibited Period” means:
(A) in respect of a PDMR, any Closed Period and/or any period when there exists any matter that constitutes Inside Information; and
(B) in respect of a Code Employee, any period during which the clearance procedures in Part A of the Dealing Code continue to apply to him or her.
"Restricted Person" means:
(a) a PDMR; or
(b) a Code Employee
(c) any other person who has been told by the Company that the clearance procedures in
Part A of this code apply to him or her.
"Trading Plan" means a written plan entered into by a Restricted Person and an independent third party that sets out a strategy for the acquisition and/or disposal of Company Securities by the Restricted Person, and:
(a) specifies the amount of Company Securities to be dealt in and the price at which and the date on which the Company Securities are to be dealt in; or
(b) gives discretion to that independent third party to make trading decisions about the amount of Company Securities to be dealt in and the price at which and the date on which the Company Securities are to be dealt in; or
(c) includes a method for determining the amount of Company Securities to be dealt in and the price at which and the date on which the Company Securities are to be dealt in.
