Code for Stock Exchange Securities Transcations

Introduction

The freedom of directors and certain employees of the Company to deal in the Company’s securities is restricted in a number of ways – by statute, by common law and by the requirements of the code set out below.

The purpose of the code is to ensure that directors, certain employees and persons connected with them (as defined below) do not abuse, and do not place themselves under suspicion of abusing, unpublished price sensitive information that they may have or be thought to have, especially in periods leading up to an announcement of results.

The code achieves this by:-

  • providing for a pre-dealing clearance procedure for directors and certain employees wishing to deal in Stock Exchange Securities; and
  • imposing a blanket prohibition on dealing by directors and certain employees during certain closed periods except in exceptional circumstances.

A: Definitions:-

In this code the following definitions apply unless the context otherwise requires:

  • “close period” means any of the periods when a director is prohibited from dealing as specified in sub-paragraph B(ii) of this code;
  • “connected person” means in relation to each director;

1. that director’s spouse or minor child:

2. a person acting in his capacity as the trustee of any trust, the principal beneficiaries of which are the director, his spouse or any of his children or any body corporate which he controls; or

3. a partner of that director; unless that person is also a director of the Company. A body corporate shall also be deemed to be connected with the director if it is controlled by that director. A director of a company shall be deemed to control a body corporate if he is, alone or together with any other persons referred to in sub-paragraph (a), (b), or (c) above, interested in more than one half of the equity share capital of that body or entitled to exercise or control the exercise of more than one half of the voting power at any general meeting of that body.

  • “dealing” includes

1. (whether as principal or agent) acquiring, disposing of, subscribing for or underwriting the securities or making or offering to make, or inducing or attempting to induce a person to make or to offer to make an agreement:

(i)for or relating to acquiring, disposing of, subscribing for or underwriting the securities; or

(ii)the purpose or purported purpose of which is to secure a profit or gain to a person who acquires, disposes of, subscribes for or underwrites the securities or to any of the parties to the agreement in relation to the securities;

2. the grant, acceptance, acquisition, disposal, exercise or discharge of an option (whether for the call, or put, or both) or other right or obligation, present or future, conditional or unconditional, to acquire or dispose of the securities or any interest in the securities.

  • “prohibited period” means any period to which sub-paragraph B(vi) of this code applies;
  • “relevant employee” means any employee of the Company or director or employee of a subsidiary undertaking or parent undertaking of the Company who, because of his office or employment in the Company or subsidiary undertaking or parent undertaking, is likely to be in possession of unpublished price-sensitive information in relation to the Company;
  • “securities” means any listed, or to be listed, securities.
  • “unpublished price-sensitive information” means information which:

1. relates to particular securities or to a particular issuer or to particular issuers of securities and not to securities generally or issuers of securities generally (and, for these purposes, information shall be treated as relating to an issuer of securities which is a company not only where it is about the company but also where it may affect the company’s business prospects);

2. is specific or precise;

3. is generally not available within the meaning of the Companies Act, 2014;

4. if it were to become generally available would be likely materially to affect the price of any securities.
While an exhaustive definition of matters liable to affect the market price of securities is not possible and involves an element of judgment for those concerned, nevertheless the following are normally to be regarded as liable to affect the market price:

  • any preliminary profit or loss announcements.
  • dividend announcements.
  • proposed changes in the capital structure.
  • acquisitions or realisations of assets.
  • matters covered by the Irish Takeover Panel Act, 1997, as amended, or the Market Abuse Regulations.
  • directorate changes.
  • changes in the general character or nature of the business.
  • proposals by the Company to seek authority to purchase its own shares.
  • share dealings by directors, their spouses or children in the Company’s shares.
  • share transactions involving 3% or more of the issued shares or subsequent changes of 1% or more in that percentage.
  • any other information necessary to enable the Company’s position to be appraised and to avoid the establishment of a false market in its securities or which would require a Stock Exchange announcement to be made by or on behalf of the Company.

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