Part A: General dealing requirements

 

 

 

1.1 A Restricted Person must not Deal in Company Securities without obtaining advance clearance from the Company. Part A of the Dealing Code sets out the Dealing clearance application procedure for Restricted Persons.

 

1.2 The definitions of ‘Dealing’ and ‘Company Securities’ (see Defined Terms) are very broad and will capture nearly all transactions in the Company’s shares or debt instruments (or any linked derivatives or financial instruments, including phantom options) carried out by a Restricted Person, regardless of whether such transaction is carried out for the account of the Restricted Person or for the account of another person.

 

 

 

2.1.1 The Company’s PDMRs are:

(i)     the members of the Board; and

(ii)     the Company’s senior executives who have regular access to Inside Information and the power to make managerial decisions affecting the future developments and business prospects of the Company.

 

2.1.2 Only those senior executives who are empowered to take decisions affecting the development or prospects of the Company’s business should be considered to be PDMRs. As a general rule, those whose role is limited to providing advice or recommendations to others, or to implementing decisions taken by others, will not be PDMRs.

 

2.1 .3 The Company will identify any non-board member who is a PDMR and inform him or her in writing that he or she is a PDMR and subject to the Dealing Code.

 

 

2.2.1 In addition to PDMRs, Part A of the Dealing Code applies to employees of the Company and its subsidiaries who have been told by the Company that the clearance procedures in the Dealing Code apply to them. Such employees are referred to as ‘Code Employees’.

 

2.2.2 Employees who are named on the Company’s insider list (whether in the permanent insiders section or in a section for a particular matter) will be required to follow the clearance procedures in the Dealing Code because they are, or may be considered to be, in possession of Inside Information. When a person is added to the insider list, the Company Secretary will send him or her a notice in the form set out in Schedule 3 informing him or her that the clearance procedures apply until further notice.

 

2.2.3 Employees who are named on one of the Company’s project lists (e.g. because they are working on a sensitive matter or are involved in the preparation of the Company’s financial reports) are, or may be considered to be, in possession of confidential information which may in due course become Inside Information. As a general rule, such employees will be required to comply with the Dealing Code’s clearance procedures and the Company Secretary will send notices in the form set out in Schedule 3 to them.

 

2.2.4 When a ‘Code Employee’ ceases to be an insider or the project on which he or she is working is completed or does not proceed, the Company Secretary will send a notice in the form set out in Schedule 4 to that employee to confirm that he or she is no longer required to comply with the Dealing Code’s clearance procedures.

 

3.1 When an application to Deal in Company Securities is received by the Company Secretary from a Restricted Person, the Company Secretary will review the application to check that the Restricted Person has provided:

 

3.1.1 all of the information required by the clearance application form set out in Schedule 2 to the Dealing Code; and

3.1.2 any additional information which the Company Secretary believes the Designated Officer might require to assess the application.

 

3.2 As soon as practicable after a complete application and all additional information is received, the Company Secretary will pass the clearance application and relevant supporting information to the relevant Designated Officer for consideration.

 

3.3 The Designated Officer will review the clearance application and supporting information and will provide a written response to the Company Secretary as soon as practicable and in any event within two business days of receipt of the application. The Designated Officer can choose to impose conditions in respect of any clearance given.

 

3.4 The Company Secretary will normally communicate the Designated Officer’s decision to the relevant Restricted Person in writing within five business days of the clearance application being received and all relevant information being provided. As a general rule, the reasons for refusing clearance should not be given as that could constitute an improper disclosure of Inside Information.

 

3.5 For each clearance application, the Company Secretary will retain;

 

3.5.1 a copy of the application (including any additional information provided)

 

3.5.2 a record of the decision taken in respect of the application, including the name of the Designated Officer, the date of the decision, whether clearance was granted and any special conditions attaching to the clearance

 

3.5.3 a copy of the response sent to the Restricted Person

 

 

4.1.1 PDMRs will not ordinarily be given clearance to Deal in Company Securities at any time during which there is any matter which constitutes Inside Information. The Company may also consider it appropriate to withhold clearance when there is sensitive information relating to the Company (e.g. the Company is in the early stages of a significant transaction but the existence of such transaction does not yet constitute Inside Information).

 

4.1.2The Company will not ordinarily give clearance to PDMRs to Deal in Company Securities during a MAR Closed Period, but it can give clearance on a case-by-case basis if:

(i)     there is no matter at that time which constitutes Inside Information which would preclude a Dealing; and

(ii)     the requirements of one of the paragraphs in Part B of this manual are satisfied.

 

4.1.3 During a Closed Period which is not a MAR Closed Period, the Company will not ordinarily give clearance to PDMRs to Deal in Company Securities. However, during such Closed Periods and provided that there is no matter at the time which constitutes Inside Information which would preclude a Dealing, the Company has greater flexibility and can consider, on a case-by-case basis, giving clearance to Deal.

 

4.1.4 A PDMR will not ordinarily be given clearance to Deal in any Company Securities on considerations of a short-term nature. A sale of Company Securities which were acquired less than a year previously will be considered to be Dealing of a short-term nature.

 

 

 

 

 

5.1 The Company can give clearance to allow Restricted Persons to enter into, amend or cancel a Trading Plan or an Investment Programme outside a Prohibited Period (but please see paragraph 5.3).

 

5.2 After clearance has been given to enter into a Trading Plan or Investment Programme, purchases or sales of Company Securities under such a plan, and purchases of the Company’s shares under such a programme, do not require clearance (although they still require notification in accordance with Part B of the Dealing Code).

 

5.3 The status of Trading Plans and Investment Programmes under the Market Abuse Regulation and, more particularly the ability of a PDMR to carry out transactions under a Trading Plan or an Investment Programme during MAR Closed Periods, remains uncertain. Until further guidance is available, it would be prudent for the Company, when considering an application from a PDMR for clearance to enter into a Trading Plan or an Investment Programme, to grant clearance on the condition that no purchases or sales of Companies Securities under the Trading Plan or Investment Programme take place during MAR Closed Periods.

 

 

6.1 Where a Restricted Person acts as a trustee, Dealing in Company Securities on behalf of the trust will not require clearance if the decision to Deal was taken by the other trustees (or by the trust’s investment managers) independently of the Restricted Person.

 

6.2 The other trustees and the trust’s investment managers can be assumed to have acted independently of the Restricted Person where the decision to deal was taken without consultation with, or other involvement of, the Restricted Person or was taken by a committee of which the Restricted Person was not a member.

 

7.1 The Dealing Code tells Restricted Persons to contact [the Company Secretary] before carrying out a transaction relating to a collective investment undertaking (e.g. a UCITS or an Alternative Investment Fund) or a portfolio of assets. As Company Securities could be held or dealt in by a collective investment undertaking or form part of a portfolio of assets, a transaction relating to a collective investment undertaking or a portfolio of assets could require clearance and could be a ‘Notifiable Transaction’ under Part B of the Dealing Code. However, the exemptions below are likely to apply in most cases.

 

7.2 A Restricted Person can be given clearance to carry out transactions in financial instruments linked to Company Securities where at the time of the transaction;

 

 

7.3 Clearance can also be given for transactions in units or shares in a collective investment undertaking, or in financial instruments which provide exposure to a portfolio of assets, where the Restricted Person does not know, and could not know, whether or not Company Securities comprise more than 20% of the assets held by that collective investment undertaking or portfolio of assets, and there is no reason to believe that such 20% threshold is exceeded, provided again that the relevant manager operates with full discretion.

 

7.4 The ability of PDMRs to carry out transactions in units or shares in a collective investment undertaking, or in financial instruments which provide exposure to a portfolio of assets, (as described above) during a MAR Closed Period remains uncertain. Until further guidance is available, it would be prudent for the Company to take advice before giving clearance to a PDMR to carry out such transactions during a MAR Closed Period.

 

7.5 Transactions subject to the exemptions from clearance described above are also not ‘Notifiable Transactions’ under Part B of the Dealing Code.