ASX:TRL

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Continuous Disclosure Policy

1 INTRODUCTION

This is the continuous disclosure policy for Tanga resources Limited (TRL). This policy reflects TRL’s desire to promote fair markets, honest management and full and fair disclosure. The disclosure requirements must be complied with in accordance with their spirit, intention and purpose. In order to achieve this, TRL has adopted this policy and it is crucial that employees and management at all levels understand and comply with this policy and its procedures.

Failure to strictly comply with this policy may result in serious civil or criminal liability for TRL and its officers and could damage the reputation of TRL.

When required, disclosure must be made immediately. Any employee or officer of TRL, who is uncertain as to whether certain information should be disclosed, should immediately contact the company secretary, the managing director or the chairman.

2 PURPOSE

The purpose of this policy is to:

  • summarise TRL’s disclosure obligations;
  • explain what type of information needs to be disclosed;
  • identify who is responsible for disclosure; and
  • explain how individuals at TRL can contribute.

3 TRL’S DISCLOSURE OBLIGATIONS

3.1 DISCLOSURE PRINCIPLES

TRL’s main continuous disclosure obligations are set out in ASX Listing Rules 3.1 and 3.1B.

3.2 WHAT INFORMATION MUST BE DISCLOSED?

(A) PRICE SENSITIVE INFORMATION

ASX Listing Rule 3.1 states:

Once an entity is or becomes aware of any information concerning it that a reasonable person would expect to have a material effect on the price or value of the entity’s securities, the entity must immediately tell ASX that information.

In this policy AML will assume that existing reporting lines mean that AML’s executives should, in the course of the performance of their normal duties, become aware of material that will trigger a disclosure obligation.

A reasonable person would be taken to expect information to have a “material effect” on the price or value of shares and other securities of AML n if the information would, or would be likely to, influence persons who commonly invest in AML securities in making a decision to buy, hold or sell AML’s securities.

This kind of “price-sensitive” information may derive from the internal activities of AML or may come from external sources, such as a joint venture partner, an unlisted entity in which AML has an interest or a decision by a court or government body.

Annexure sets out examples of the kinds of “price-sensitive” information that AML may be required to disclose.

Annexure B provides some examples of circumstances where companies have failed to make timely disclosure.

If you are ever in any doubt about the importance of information which comes to your attention, you should immediately notify a disclosure officer so that a formal decision can be taken as to whether or not to release the information to the market.

(B) INFORMATION REQUIRED TO CORRECT A FALSE MARKET

ASX Listing Rule 3.1B states:

If ASX considers that there is or is likely to be a false market in an entity’s securities, and asks that entity to give it information to correct or prevent a false market, the entity must give ASX the information needed to correct or prevent the false market.

A false market refers to a market in which AML’s securities are traded:

  • in the absence of material price-sensitive information having been disclosed; or
  • on the basis of information that is inaccurate or misleading.

Factors such as market speculation on AML’s earnings projections or misunderstanding concerning the meaning of financial information released by AML can lead to a false market.

In order to ensure that there is at all times a fair and balanced market in AML’s shares and other securities, AML should:

  • release to the market information required to correct a false market, whether or not a request has been received from the ASX; and
  • provide the market with balanced and factual commentary on AML’s financial results to ensure that AML’s investors are able to make an informed assessment of AML’s activities and results.

(C) EXCEPTION TO REQUIREMENT TO DISCLOSE “PRICE-SENSITIVE” INFORMATION

AML’s obligation to disclose price-sensitive information does not apply if, and only if, each of the following conditions is and remains satisfied:

  • a reasonable person would not expect it to be disclosed (because, for example, the result of disclosure would be unreasonably prejudicial to AML);
  • the information is confidential (ie not in the public domain); and
  • one or more of the following conditions apply:
    • it would be a breach of a law to disclose the information;
    • the information concerns an incomplete proposal or negotiation (for example, a negotiation to enter into a new contract);
    • the information comprised matters of supposition or is insufficiently definite to warrant disclosure; and/or
    • the information is a trade secret.

Only a disclosure officer can make a decision as to whether AML can rely on this exception to its disclosure obligations.

(D) PERIODIC DISCLOSURE

The table below sets out some of the more important periodic disclosure obligations of AML under the Listing Rules and this policy applies equally to AML’s periodic disclosure obligations.

Annual and half yearly financial reports In addition to the Corporations Act obligations Chapter 4 of the ASX Listing Rules requires a preliminary final report in the form of Appendix 4B.
Quarterly cash flow report AML will have obligations to give quarterly cash flow reports in accordance with Appendix 4C.
Trading halts and related events Entities must disclose all relevant information in relation to a request for a trading halt, suspension of quotation of an entity's securities or removal of an entity from the official list.
Information relating to equity securities Entities must disclose detailed information relating to the issue, ownership, attached rights of securities.

(E) CHIEF EXECUTIVE OFFICER REMUNERATION

When announcing the appointment of a new chief executive officer or managing director, the ASX expects AML to disclose the key terms and conditions of the relevant contract entered into. ASX will query any failure to release such information as to why such terms and conditions are not considered material and may ask TRL to provide additional disclosure.

The disclosure should enhance investor understanding of key aspects of TRL’s remuneration framework and its link to performance, including the components of the chief executive officer’s or managing director’s pay package which might govern the actions of the chief executive officer’s and drive levels of performance, such as:

  • what proportion is base pay;
  • what proportion is performance-related and over what time frame;
  • what proportion is tied to movements in the share price (and over what duration);
  • whether there is an add-on for longevity;
  • the nature of termination entitlements; and
  • any other built-in components.

(F)  AUDIT INDEPENDENCE

AML must disclose the following information in relation to audit independence in its annual report:

  • fees paid to the auditor in relation to non-audit services; and
  • a statement whether the directors are satisfied that the provision of these non-audit services does not compromise the general standard of audit independence required by the Corporations Act 2001 (Cth) (Corporations Act) or other applicable legislation.

4 DISCLOSURE OFFICERS

4.1 DISCLOSURE OFFICERS

The chairman, managing director and company secretary are disclosure officers for the purposes of this policy.

The company secretary is the nominated communications officer for the ASX and all ASX announcements must be made via the company secretary.

The chairman and the managing director are the nominated persons to deal with shareholders, media, analysts or other persons.

No employee or associated party of TRL (such as consultants, advisers, lawyers, accountants, auditors, etc) is permitted to comment publicly on matters confidential to TRL.

All employees and associated parties must be aware of their obligation to keep non-public company information confidential.

In some circumstances, employees and associated parties of TRL may be asked to sign confidentiality agreements.

4.2 RESPONSIBILITIES OF THE DISCLOSURE OFFICERS

The disclosure officers are responsible for:

  • ensuring AML complies with its disclosure obligations;
  • determining what information can or should be disclosed to the market;
  • overseeing and coordinating the disclosure of information to the ASX, shareholders, analysts, stockbrokers, media and the public;
  • ensuring that AML complies with the process relating to the issue of an infringement notice by ASIC; and
  • educating officers and employees on AML’s disclosure policy and procedures and raising awareness of the principles underlying continuous disclosure.

4.3 PROPER DISCLOSURE

Where a decision is made by a disclosure officer to disclose certain information, the disclosure officer must ensure that the information disclosed is:

  • balanced, factual and accurate; and
  • disclosed in accordance with the procedures set out in this policy.

In deciding whether to disclose certain information, the disclosure officer must have regard to:

  • this policy and its underlying principles;
  • the ASX guidelines relevant to TRL’s disclosure obligations; and
  • information previously disclosed by the Company to the market, including profit expectations, commentary on likely results and detailed business plans or strategies.

A decision made by a disclosure officer to decline to disclose price-sensitive information must be ratified by the Board.

4.4 REPORTING OF INFORMATION TO DISCLOSURE OFFICERS

Once a director or employee of TRL becomes aware of information that is, or may be, price-sensitive, they should immediately refer that information to the relevant disclosure officer.

5 DISCLOSURE PROCEDURES

5.1 RELEASE OF INFORMATION TO THE ASX

TRL must immediately notify the ASX of any undisclosed price-sensitive information in accordance with AML’s legislative and regulatory disclosure obligations and the procedures set out in this policy.

If TRL becomes aware that information that should be released to the ASX has become generally available or is available to a sector of the market, and that information has not been given to the ASX, AML must immediately give the information to the ASX.

Disclosure of price-sensitive information to the ASX must be made by AML acting through an appointed disclosure officer in accordance with the method of disclosure prescribed by the ASX.

An individual director or shareholder of, or third party to, AML cannot disclose price-sensitive information to the ASX.

5.2 RELEASE OF INFORMATION TO THE PUBLIC

TRL must not publicly disclose price-sensitive information until it has given that information to the ASX and has received an acknowledgment from the ASX that the information has been released to the market.

After an acknowledgment has been received from the ASX, information disclosed in compliance with this policy should be promptly placed on TRL’s website.

The chairman or the managing director may also determine that the disclosed information should be released to major news services and other news outlets.

The nature of termination entitlements and other core entitlements are to be disclosed to the ASX at the time they are agreed, as well as at the time actual payment is settled.

6 AUTHORISED SPOKESPERSONS

6.1 IDENTITY OF AUTHORISED SPOKESPERSONS

The number of authorised spokespersons of TRL must be kept to a minimum to avoid inconsistent communications and reduce the risk of material information being inadvertently disclosed to the market.

Only the following persons may act as authorised spokespersons of AML:

  • the chair, managing director or the company secretary; and
  • on specific occasions, the chair may authorise other executives to act as authorised spokespersons of TRL, however any comments made by those executives must be limited to their area of expertise.

6.2 EMPLOYEES AND ASSOCIATED PARTIES

No employee or associated party of TRL (such as consultants, advisers, lawyers, accountants, auditors, etc) is permitted to comment publicly on matters confidential to TRL.

All employees and associated parties must be aware of their obligation to keep non-public company information confidential.

In some circumstances, employees and associated parties of TRL may be asked to sign confidentiality agreements.

6.3 PROCEDURE FOR COMMENT BY AUTHORISED SPOKESPERSONS

A disclosure officer must approve the content of all public comments proposed to be made by an authorised spokesperson.

7 DEALING WITH OUTSIDERS

7.1 INSIDER TRADING

The Corporations Act makes it unlawful to deal in the shares of TRL while in possession of price-sensitive information that has not been disclosed.

It is unlawful for any directors, executives, officers and/or employees of TRL to buy, sell or otherwise deal in TRL’s shares or other securities while in possession of undisclosed price-sensitive information (for example, prior to the release of TRL’s financial results or an announcement by TRL of a negotiated joint venture).

It is also unlawful for a director, executive, officer and/or employee of TRL in possession of undisclosed price-sensitive information to encourage someone else to deal in TRL’s shares or other securities or pass the information onto someone they know or suspect may use the information to buy or sell AML’s shares or other securities.

The penalties for insider trading are severe and can include imprisonment.

TRL’s policy on the trading of its shares and other securities by directors, executives, officers and employees of TRL is contained in TRL’s securities trading policy.

7.2 MEDIA

TRL must not provide “exclusive” interviews, stories or information to the media that contains material or price-sensitive information before that information has been disclosed to the market.

Where the Board considers it appropriate, the media may be invited to participate in TRL presentations to investors and analysts.

Press releases should be honest, fair and consistent with the terms of this policy.

7.3 ANALYSTS

(A) ONE-ON-ONE AND GROUP BRIEFINGS

TRL does not permit selective disclosure of material information.  All investors are to be treated in a balanced and fair fashion. One-on-one and group briefings between TRL and investors or analysts must be restricted to discussion of previously disclosed information.

A disclosure officer should be present at all one-on-one and group briefings to ensure that no undisclosed price-sensitive information is discussed. The disclosure officer must take notes of all such meetings, including details of attendees (where appropriate) and the issues discussed, and provide those notes to the company secretary.

Where it is not possible for a disclosure officer to attend a one-on-one or group briefing:

  • the relevant disclosure officer must be fully briefed immediately after that briefing to determine whether any price-sensitive information may have been inadvertently disclosed;
  • an attendee at the meeting must take notes of the meeting, including details of attendees (where appropriate) and the issues discussed, and provide those notes to the company secretary; and
  • where any executive, director or employee of AML who participated in that briefing considers that a matter was raised that might constitute a previously undisclosed price-sensitive matter, they must immediately refer that matter to a disclosure officer.

If a disclosure officer considers that price-sensitive information was inadvertently disclosed at a briefing, AML must immediately release that information to the ASX.

Information provided to analysts and investors during a one-on-one or group briefing (such as slides) must be provided to the ASX for release to the market and posted on AML’s website as soon as practical to ensure all shareholders and investors have equal access to AML information.

(B) PROCEDURE FOR DEALING WITH ANALYST, SHAREHOLDER AND INVESTOR QUERIES

In responding to analyst, shareholder and investor queries, an authorised spokesperson must:

  • only discuss information that has been publicly released;
  • ensure all responses are balanced, factual and truthful; and
  • confine comments on market analysts’ financial projections to errors in factual information or underlying assumptions.

Where an analyst, shareholder or investor query can only be answered by disclosing price-sensitive information, TRL’s authorised spokesperson must decline to answer that query. He or she should then refer the query to a disclosure officer so a formal decision can be made as to whether or not it is appropriate for AML to disclose information relevant to that query.

(C) ANALYST REPORTS AND FORECASTS

Where the Board resolves that TRL should comment on a report prepared by an analyst, TRL’s comment must be restricted to information that TRL has publicly disclosed or information that is in the public domain.

TRL must not comment on analyst forecasts regarding earnings projections for TRL except:

  • where the forecast differs significantly from AML’s published earnings projections (if relevant); or
  • to correct any factual errors relating to publicly issued information and TRL’s statements.

AML should not endorse, or be seen to endorse, analyst reports or the information they contain. AML should not:

  • externally distribute individual analyst projections or reports;
  • refer to individual analyst recommendations on its website; or
  • selectively refer, or publicly comment on individual analyst recommendations or proprietary research (except where necessary to correct a factual error in accordance with the disclosure policy).

Where TRL becomes aware that the market’s earnings projections on TRL differ significantly from AML’s published earnings projections or own earnings estimates, TRL should issue a profit warning or company statement, if considered necessary by the Board, to avoid a false market.

7.4 MARKET SPECULATION

TRL should not comment on market speculation and rumour unless:

  • there are factual errors contained in the speculation or rumour that could materially affect TRL;
  • there is a move in the price of AML securities which is reasonably referable (in the opinion of a disclosure officer) to the speculation or rumour; or
  • AML receives a formal request from the ASX or a regulator.

Any comments made by TRL in response to market speculation and rumour must be authorised by the Board and must be limited to correcting factual errors.

AML is committed to ensuring that a false market is not created in respect of AML securities.

8 COMMUNICATIONS

8.1 WEBSITE

To ensure information relevant to TRL is readily available to shareholders, investors and stakeholders, TRL will provide the following information on its website:

  • all company announcements made to the ASX;
  • annual reports and result announcements;
  • speeches and support material (including slides) given at investor conferences, briefings or presentations;
  • company profile and contact details; and
  • all written information provided to investors or stockbroking analysts.

All information posted on AML’s website must be approved by a disclosure officer and must be continuously reviewed and updated to ensure its accuracy and relevance.

8.2 PUBLICATIONS AND OTHER COMMUNICATIONS

Where approved by the Board, TRL may issue company statements or publications regarding previously disclosed information, including:

  • press releases;
  • fact books and other corporate publications;
  • publications on AML’s website; and
  • broadcast via e-mail and/or fax to TRL’s shareholders, institutional investors and other key stakeholders.

9 TRADING HALTS

In order to maintain a fully informed, fair and transparent market in respect of AML’s securities, TRL may request a trading halt from the ASX where:

  • confidential information about TRL is inadvertently made public and further time is required to enable AML to prepare an appropriate public announcement; or
  • AML is preparing to make a major company announcement and is concerned to prevent speculative or insider trading (for example, where TRL plans to announce a joint venture enterprise or profit warning).

The only persons authorised to request a trading halt are disclosure officers.

10 MONITORING COMPLIANCE

10.1  MONITORING

If TRL’s continuous disclosure policy and procedures are complied with by all directors, executives, officers and employees of TRL, the disclosure officers should be aware of all price-sensitive information that has been disclosed and which may need to be disclosed.

10.2  RECORDS

The disclosure officers must keep accurate and complete records of:

  • all decisions made by disclosure officers to release price-sensitive information (including reasons);
  • all decisions made by disclosure officers to decline to release price-sensitive information (including reasons and minutes of the Board ratifying that decision); and
  • copies of all information, price-sensitive or otherwise, released by AML in accordance with this policy.

All disclosure officers must notify the Board of any decisions made by them in accordance with this policy, and provide the Board with reasons for that decision by close of business on the day the decision is made.

11 MAINTENANCE AND PROMOTION OF POLICY

11.1  ANNUAL REVIEW

The Board must review TRL’s disclosure policy on an annual basis to determine whether they are effective in ensuring accurate, balanced and timely disclosure in accordance with TRL’s disclosure obligations.

TRL encourages all of its executives, officers and employees to actively consider TRL’s disclosure obligations and offer suggestions to the disclosure officers as to how to improve TRL’s disclosure policy.

11.2  TRAINING AND INTERNAL COMPLIANCE

(A) TRAINING

As part of TRL’s commitment to its disclosure obligations, all directors, executives, officers and employees of TRL must:

  • be issued with a copy of TRL’s disclosure policy;
  • accept the terms of this policy, including the obligation imposed upon them to keep non-public company information confidential, as a condition of their employment or office; and
  • attend training programs (both as part of their general induction training and as part of AML’s continuous training programs) to ensure that they are aware of TRL’s continuous disclosure obligations and the terms of AML’s disclosure policy.

(B) CONSEQUENCES OF A BREACH OF THIS POLICY

Failure of a director or employee of TRL to comply with this policy may lead to disciplinary action being taken, including dismissal or removal in serious cases. However, a person that discloses information, or omits to disclose information, in contravention of AML’s continuous disclosure obligations, that can show reasonable grounds for doing so, will have a defence.

In addition, ASIC has the power to issue infringement notices for breaches of the continuous disclosure obligations. If ASIC determines that a breach of the continuous disclosure obligations has occurred, it will hold a hearing to determine whether to issue an infringement notice. If an infringement notice is issued, AML should comply with its terms, including paying a penalty amount, or AML may be liable to a penalty of up to A$1 million.

ANNEXURE A - GUIDELINES - MATERIAL INFORMATION

Examples of information that might need to be disclosed include the following:

  • results (anticipated or otherwise) from the activities of AML;
  • a new contract that has been entered into or a variation to an existing contract. In certain circumstances it may even be necessary to disclose the existence of negotiations surrounding the entry into or variation of a contract, should these negotiations no longer be confidential;
  • any event which could affect AML’s earnings or profitability such as:
    • (a) litigation being commenced by or against AML (eg because of an alleged breach of contract);
    • (b) industrial action being threatened or commenced; or
    • (c) significant unbudgeted capital expenditure commitments arising;
  • a change in AML’s financial forecast or expectation. As a general policy, a 10% to 15% change may be considered material. Further, if AML has not made a forecast, a similar variation from the previous corresponding period will need to be disclosed;
  • the appointment of a receiver, manager, liquidator or administrator in respect of any loan, trade, credit, trade debt, borrowing or securities held by it or any of its subsidiaries;
  • a transaction for which the consideration payable or receivable is a significant proportion of the written down value of AML’s consolidated assets. Normally, an amount of 5% or more would be significant, but a small amount may be significant in a particular case;
  • a recommendation or declaration of a dividend or distribution or a recommendation or decision that a dividend or distribution will not be declared;
  • under subscriptions or over subscriptions to an issue;
  • a copy of a document containing market sensitive information that is lodged with an overseas stock exchange or other regulator which is available to the public. The copy given to ASX must be in English;
  • information about the beneficial ownership of shares obtained under Part 6C.2 of the Corporations Act;
  • giving or receiving a notice of intention to make a takeover;
  • an agreement between AML (or a related party or subsidiary) and a director of AML (or a related party of the director); or
  • to the maximum extent practicable, the components of the chief executive officer’s pay package that might govern the action of the chief executive officer and drive levels of performance.

ANNEXURE B - EXAMPLES

1 EXAMPLE 1

An example of a failure to disclose price sensitive information occurred in the context of a takeover by Rio Tinto Limited (Rio).

1  SEQUENCE OF EVENTS

Between October 2006 and July 2007, Rio and Alcan Inc (Alcan) engaged in discussions about the possibility of combining Rio and Alcan.

On 10 July 2007 Rio sent an offer letter to Alcan offering to acquire all of the ordinary common shares in Alcan. The offer was due to lapse at 5.00 pm (Montreal time) on 11 July 2007 unless accepted and publicly announced by Alcan on 12 July 2007.

The sequence of events on 12 July 2007 was as follows:

  1. Early in the morning, the Alcan board met to discuss the offers it had received.
  2. Alcan notified Rio it was the preferred bidder for Alcan and accepted Rio’s offer at 8.07 am. Therefore, from this time Rio was aware that their offer to acquire all of Alcan’s outstanding common shares at US$38.1 billion had been accepted and the Alcan board had agreed to unanimously recommend the offer to Alcan shareholders.
  3. At 2.30 pm Dow Jones Newswires published an article that included information about the proposed acquisition. It is important to note that it was at this time that the proposed acquisition ceased to be confidential and Rio was required to notify ASX of the proposed acquisition immediately upon it ceasing to be confidential.
  4. At 2.41 pm Dow Jones Wires published a second article about the proposed acquisition.
  5. At 2.46 pm Reuters published an article about the proposed acquisition.
  6. At 3.00 pm ASX contacted Rio in relation to the speculation about the proposed acquisition. Rio told ASX they would consider their position and telephone ASX back.
  7. At 3.38 pm Rio telephoned ASX and requested a trading halt in respect of its ASX‑listed securities, pending an announcement.
  8. At 3.41 pm Rio formally requested an immediate trading halt pending the making of an announcement to the market.
  9. The trading halt was applied at 3.42 pm.
  10. An announcement was made to ASX about the proposed acquisition at 4.00 pm.
  11. The ASX announcement was released by ASX at 4.30 pm.

37.6% of the daily volume and 35.3% of daily value of Rio’s shares were traded between 2.30 pm and 3.41 pm.

2    WHEN DID THE INFRINGEMENT OCCUR?

The infringement occurred in the period between 2.30 pm and 3.42 pm on 12 July 2007 (see events 3 to 8 above) because it is expected that, if information about the proposed acquisition was generally available, it would have a material effect on the price or value of the securities of Rio.

From 2.30 pm the exception to Listing Rule 3.1 no longer applied because the proposed acquisition ceased to be confidential. As a result of the speculation about the offer in the media and the absence of an immediate request by Rio for a trading halt, a reasonable person would have expected the proposed acquisition to be disclosed to ASX.

Consequently, from 2.30 pm ASX Listing Rule 3.1 required Rio to tell ASX about the proposed acquisition.

Therefore, between 2.30 pm and 3.42 pm the information about the proposed acquisition was not generally available.

ASIC served Rio with an infringement notice, imposing a A$100,000 penalty, alleging that Rio had failed to comply with the continuous disclosure provisions. Rio paid the infringement notice.

This example highlights the importance of monitoring external media sources in times where the Company is in possession of price sensitive information as confidentiality may be lost through the actions of third parties.

2 EXAMPLE 2

Another example of a failure to disclose price sensitive information occurred in England in relation to Marconi plc. Marconi plc was censured by the Financial Services Authority (UK) for a breach of its general disclosure obligations in 2001.

Marconi announced its final year results for the year ending 31 March 2001 and stated that the company’s results were unlikely to improve in the first half of the new financial year. The announcement also stated that the company’s results were to show growth over the full year and the market expected financial performance of ₤807 million.

In late June 2001, Marconi’s management forecasts reflected a revised forecast of ₤491 million. The chief executive officer and the chief financial officer, believing the forecasts to contain inaccuracies and inconsistencies, urgently ordered management to revise the forecast.

On 2 July 2001, a revised full year profit expectation of ₤400 million was decided between the chief executive officer and the chief financial officer after reviewing the revised forecast.

On 4 July 2001, Marconi held a board meeting, and after that board meeting, announced the profit downgrade at 6.41 pm after the market had closed.

The Financial Services Authority concluded that the obligation to notify the market of the profit downgrade arose after the chief executive officer and the chief financial officer concluded that they were satisfied with the revised forecast on 2 July 2001.