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ASX Disclosure

Introduction

GGG Resources plc (GGG) is committed to:

  • promoting investor confidence by ensuring that shareholders and the market are given timely and balanced disclosure of all material matters concerning GGG;
  • ensuring compliance with the continuous disclosure obligations contained in the Listing Rules of ASX Limited and the disclosure requirements under the Corporations Act 2001;
  • ensuring that all stakeholders have equal and timely access to externally available information issued by GGG.

General rule

Under ASX Listing Rule 3.1 and section 674(2) of the Corporations Act, GGG is required to immediately notify ASX of any information that a reasonable person would expect to have a material effect on the price or value of GGG's securities. Failure to comply can result in civil and criminal proceedings against both GGG and any person involved in the contravention. 

Definition of material effect

Information will be expected to have a material effect on the price or value of GGG's securities, if a reasonable person would expect the information would, or would be likely to, influence persons who commonly invest in securities in deciding whether or not to subscribe for, buy or sell, GGG's securities.

Exception to general rule

The only exception to the above rule is where:

  • a reasonable person would not expect the information to be disclosed; and
  • the information is confidential and ASX has not formed the view the information has ceased to be confidential; and
  • one or more of the following applies:
  • it would be a breach of a law to disclose the information
  • the information concerns an incomplete proposal or negotiation
  • the information comprises matters of supposition or is insufficiently definite to warrant disclosure
  • the information is generated for the internal management purposes of GGG
  • the information is a trade secret

Information that is not confidential does not qualify for the exceptions from disclosure. If information has been leaked, even in breach of a duty of confidentiality, it is no longer confidential and disclosure of the information to ASX will be required.

Avoiding a false market

If ASX considers that there is or is likely to be a false market in GGG's shares or other securities and asks GGG to provide it with information to correct or prevent a false market, GGG will give ASX such information as is necessary to correct or prevent the false market or will request a trading halt. The extent of the information to be provided by GGG will depend on the nature of the false market and the information requested by ASX, which must be determined in the particular circumstances of each case.

Approval Processes

The board of directors is responsible for

  • ensuring that GGG complies with its continuous disclosure obligations; and
  • implementing and monitoring this disclosure policy

Disclosure issues will be a standing item at meetings of the board of directors and in monthly management reporting. Every director and executive is required to consider whether they have knowledge or information that may require disclosure by GGG under its continuous disclosure obligations.

Decisions regarding whether something is either price sensitive or of strategic or operational importance which should be released to the market shall be made after consultation with the Managing Director. Wherever possible all directors should be consulted prior to release of price sensitive information.

ASX releases in relation to half year and full year results require Board approval prior to release.

Company secretary responsibilities

All potential matters for disclosure should be brought to the attention of GGG secretary.

The secretary is responsible for:

  • reviewing information including consulting with GGG's management and personnel to determine if disclosure may be required;
  • coordinating the preparation and release of and ensuring approval of all media releases by GGG and its related corporations (not including paid advertising) in accordance with this policy;
  • overseeing and coordinating disclosure of information to analysts, brokers, shareholders, the media and the public; and
  • ensuring all announcements and presentations are promptly placed on GGG's website.

ASX liaison

Listing rule 1.1 (condition 12) requires GGG to appoint a person to be responsible for communication with ASX in relation to listing rule matters. GGG has appointed GGG secretary to:

  • communicate with the ASX in relation to Listing Rule matters including lodging disclosures with ASX; and
  • oversee and coordinate disclosure of information to ASX

Media communications

Unless otherwise advised, the nominated GGG spokespersons are:

  • Managing Director
  • Chairman, and other directors authorised by the managing director from time to time

The spokespersons are entitled to clarify information publicly released through the ASX, but they should not add or reveal material price sensitive matters.

The GGG MD should be kept advised of all discussions with the media and consulted in relation to all meetings and briefings with investors and analysts. All proposed media releases and external presentations must be reviewed by GGG secretary in advance of release.

Potentially Disclosable Information

The board and senior management should be familiar with the following guidelines based on Listing Rule 3.1, to help assist identification of matters that may need to be considered further to determine whether disclosure is required.

A matter may be disclosable even if it does not come within any of the following categories and any director, manager or employee of GGG should immediately consult with the GGG secretary if they believe information may potentially be disclosable.

Examples of matters that may require disclosure

Any matter that may require disclosure include but is not limited to:

  • matters that might affect GGG's ability to carry on business
  • matters that might have a material effect on the future business activities of GGG
  • matters that might have a material effect on income, cash flow or the ability to generate profits
  • matters of strategic and/or operational importance which are likely to influence a decision by a third party to invest in GGG's shares
  • any change in regulations or laws that could materially affect GGG's business
  • a significant allegation of any breach of the law, whether civil or criminal, by GGG or any of its employees
  • copies of documents containing market sensitive information that GGG lodges with an overseas stock exchange or other regulator which is available to the public
  • a material change in GGG's published financial forecasts or expectations
  • matters that may have a materially adverse effect on GGG's reputation
  • a material change in senior executive personnel or structure
  • the appointment of a receiver, manager, liquidator or administrator to GGG or an event which could result in GGG becoming insolvent
  • transactions for which the consideration payable or receivable is a significant proportion of the written down value of GGG's assets
  • a recommendation or declaration of a dividend or distribution
  • a recommendation or decision that a dividend or distribution will not be declared
  • under-subscriptions or over-subscriptions to a share issue
  • information about any undisclosed substantial shareholdings obtained under Part 6C.2 of the Corporations Act
  • giving or receiving a notice of intention to make a takeover
  • an agreement between GGG and a director (or a related party of the director)
  • a material change in accounting policy adopted by GGG
  • any rating applied by a rating agency to GGG or securities of GGG and any change to such a rating
  • a proposal to change GGG's auditor;
  • a reasonably specific rumour or media comment in relation to the entity that has not been confirmed or clarified by an announcement by the entity to the market
  • evidence that a rumour or comment is having, or ASX forms the view that the rumour or comment is likely to have, an impact on the price of the entity's security

What is 'material' in relation to the above will be a matter for judgement in each particular case and requires consideration of both quantitative and qualitative elements. AASB 1031 provides guidance in relation to a quantitative assessment of materiality. An item is presumed to be immaterial if it is equal to or less than 5% of the appropriate base amount. It is presumed to be material (unless there is evidence to the contrary) if it is equal to or greater than 10% of the appropriate base amount.

Communication with shareholders beyond continuous disclosure obligations

GGG's communications with shareholders are a high priority.

In addition to releasing information to meet continuous disclosure obligations, GGG also communicates with shareholders through:

  • the annual report and / or the concise annual report
  • the interim report
  • disclosures made to ASX and AIM
  • notices and explanatory memoranda of annual general meetings
  • general meetings, especially annual general meetings
  • occasional letters from the chair of the board of directors and MD to specifically inform shareholders of key matters of interest
  • GGG's website, www.GGGResources.com

Electronic communications

GGG recognizes the importance of using electronic communications to promote and facilitate effective communication with shareholders.

All announcements to ASX and AIM will be posted to GGG's website at www.GGGResources.com promptly following release of the announcement.

The full text of all notices of general meeting and explanatory material will be placed on GGG's website.

All announcements, news releases and investor and analyst briefing material will be maintained on GGG's website for 3 years from the date of publication.